POLICY MOGUL LIMITED USER TERMS AND CONDITIONS
WE DRAW YOUR ATTENTION IN PARTICULAR TO THE “LIMITATION OF LIABILITY SECTION” AS THIS SETS OUT OUR RESPONSIBILITY TO YOU IF THINGS GO WRONG
ABOUT THESE TERMS
This document (and the other documents it refers to) contains the terms and conditions (the “Terms”) on which you (the “Customer”) may use our services (the “Website”) as a customer and registered user, including any features or services that we may provide to you as a user of PolicyMogul Limited (the “Services”). They are a legally binding contract between you and PolicyMogul Limited, constituting the entire agreement between you and us, so please read them carefully. They set out your rights and responsibilities when using our Website as a Customer.
The PolicyMogul Terms will be deemed to be accepted when you agree to them during the purchasing process. By accepting the PolicyMogul Limited Terms, you confirm that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of PolicyMogul Limited which is not set out in the PolicyMogul Limited Terms. Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They do not form part of the PolicyMogul Limited Terms or have any contractual force.
These Terms apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
We want to help you understand this document (and the others we refer to on it), so if you have any questions on these, or if you would like any assistance understanding them, please contact us at elliot[@]policymogul.com. We’re very happy to help!
DEFINITIONS AND INTERPRETATION
There are a few phrases we use in the document that are important to define: this makes things clearer throughout and saves time too. These definitions are below:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with “Charges and Payment” clause below.
Content: the information used or presented in part or as whole on the Software or final product.
Contract: the agreement / contract between the PolicyMogul and you for the supply of Services in accordance with these Terms.
Created Content: content created by the Customer or any changes or additions made to the Supplier’s templates by the Customer.
Customer: the person or firm that purchases Services from PolicyMogul.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for Services, as set out on a purchase order form, written or electronic acceptance of the Seller’s price, estimate or quotation, or otherwise, as the case may be.
Services: Access to landing page Software as a Service, allowing users to build, integrate and host marketing landing pages, supplied by the Supplier to the Customer in accordance with the Order.
Software: The entirety of the technological build of PolicyMogul made available to the client.
Subscription Term: means the period in time within which a Customer may use the Services according to its Order commencing on the Effective Service Date and continuing until the term of the Contract.
User Account: refers to an account enabling a person to access and use the Services.
PolicyMogul is a website operated by PolicyMogul Limited (“PolicyMogul”, “we“, “our” or “us”). We provide policy-related project management software for public affairs professionals and parliamentarians. We are registered in England and Wales under company number 11102102. Our registered office address is 5 Beaumont Gate, Shenley Hill, Radlett, Hertfordshire, WD7 7AR and our email address is firstname.lastname@example.org. Our VAT registration number is 283 9491 56.
ONE LICENSE PER INDIVIDUAL
Each PolicyMogul license may be used by one (1) individual user. Licenses may not be shared between individuals (even individuals in the same organisation). Any sharing of licenses will result in a violation of these Terms.
As a user of PolicyMogul, we make a number of commitments to you. As from the date you purchase the Services (the “Commencement Date”), they will perform substantially in accordance with the Contract for the entire term of your subscription (the “Subscription Term”). You will be able to access the Services through the User Account you created during the registration process and we will use all reasonable endeavours to maintain that availability for you 24 hours a day, 7 days a week. The only times when we will be exempt from this are:
- a Force Majeure Event (as defined below);
- any breach of the PolicyMogul Terms by you;
- any internet service provider failures;
- any failure of your computer systems; or
- planned downtime carried out in accordance with this Agreement.
We reserve the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services. We will notify you of any material changes to the Services.
CHARGES AND PAYMENT
The Services and their prices are detailed on and are subject to change without notice. All fees are payable monthly on the last Business Day of each month. Time of payment is of the essence. By agreeing to the PolicyMogul Terms and providing your credit card information to us, you authorise us to charge monthly the Customer’s credit card the amount specified in the Order. You consent to any price changes for such Services.
All invoices, outstanding or not, are visible in the usage/billing section of our Website. They will also be emailed to you prior to deducting the amount from your account.
All payments from you will be processed by Chargebee, Stripe and/or Xero. By agreeing to the PolicyMogul Terms, you consent to their processing your payment information in line with their terms of business. For further information on their terms, please follow the links provided above.
The Charges are payable in full in cleared funds upon placement of an Order. Payment must be made in the manner and/or to the bank account nominated by the Supplier. Unless other stated, the price of the Services is inclusive of amounts in respect of value added tax (“VAT”). Where exclusive of VAT, the Customer must pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services.
If you fail to make any payment due to us under the Order by the due date for payment, then you will pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank’s base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. We reserve the right to charge interest and compensation on any overdue amount at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment is due.
The Customer will pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
ACCEPTABLE USE AND CONTENT
You agree you must not publish, distribute or make available any Content which, or use the Software in a manner that:
- infringes or violates any third party’s intellectual property rights;
- contains software viruses, computer code or trojan horses designed to destroy, erase, interrupt, invade or limit the capabilities of any computer device, software or telecommunications equipment;
- promotes or directly advertises illegal or controlled products or services;
- violates applicable laws or regulations;
- is misleading, fraudulent or promotes or practices illegal activities;
- is defamatory, or is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of a person or entity’s privacy;
- harms or is harmful to persons under the age of 18;
- is discriminatory based on race, gender, gender identity, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable;
- facilitates the unlawful distribution of copyrighted content;
- posts or promotes pornographic content;
- stalks or otherwise harasses anyone on the Software or with information obtained from the Software;
- collects, uses or discloses personal data about users without their informed consent or for any unlawful purposes or in violation of applicable regulations or laws; or
- accesses the Software for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Software.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in or arising out of or in connection with the Services, including our trademarks, logos, taglines, trade names, copyrighted material, patents, trade secrets or confidential information will be owned by us. Nothing in this Agreement or in the PolicyMogul Terms conveys any right or interest, including an assignment or waiver, in our Intellectual Property Rights under any law whatsoever.
As a Customer, and as long as you are in full compliance with the PolicyMogul Terms, PolicyMogul hereby grants you, upon creating your account, a non-exclusive, non-sublicensable, non-transferable, revocable, limited licence to use our Services and Content, for the purpose of creating, publishing and displaying your website to your customers or website visitors, including the services within that website, in full compliance with the provisions outlined in this Agreement and in the wider PolicyMogul Terms.
Your Created Content does not constitute our Intellectual Property. This is your content and we make no claim to it. You acknowledge, however, that we may be required to handle this content from time to time to provide the Services, amend them, or otherwise improve their functionality. You grant us authorisation to use any and all Created Content for any purpose, which may include, but will not be limited to, advertising, promotion and marketing of the Supplier or Services sold and marketed by the Supplier. You agree that this authorisation to use the Created Content may be assigned by us to any other party. You also agree that the Created Content may be combined with other Created Content, sounds, text and graphics, and that the Created Content may be manipulated, cropped, altered or modified at our sole discretion. The Customer agrees not to charge a royalty, fee or other monetary assessment against PolicyMogul in exchange for this release and assignment. The Customer hereby releases and forever discharges PolicyMogul from any and all liability and from any damages in relation to the Customer’s Created Content. The Customer agrees that this release is irrevocable.
The Customer is supplied Software and Services which may contain data, information, and other materials and Content created and/or compiled by us or our associated third parties, including sources which may be public. While we believe that the sources used, when providing the Services, are generally reliable, we have no duty to pre-screen sources and are not liable for any failure or delay in removing such Content from the Software.
To the extent permitted by law, the Service will be provided without warranty of any kind. Our Software and Services are provided “as is”. We expressly disclaim all other warranties, representations and/or guarantees with respect to the Service, whether express or implied, oral or written, including without limitation all implied warranties of merchantability or fitness for purpose, and all warranties implied by any course of dealing, course of performance, usage or trade.
We make no representation or warranty as to the reliability, accuracy, completeness or validity of any information presented or contained in the Software. It is for the Customer to evaluate, and bear all risks associated with, the use of any Content (including, but not limited to, risks relating to the infringement or potential infringement of the Intellectual Property rights of third parties). You acknowledge that you may not rely on said Content, and that under no circumstances will we be liable in any way for any Content or for any loss or damage incurred as a result of the use of any Content on the Software or obtained through the Software.
To the extent permitted by law, we expressly disclaim any warranty that the operation of the Services will be uninterrupted, continued or error free, or that you will be able to use, operate, obtain or sustain a certain level of performance or satisfaction with the Services. The Services may be subject to limitations, delays and other problems including, but not limited to, those arising from networks and connectivity. To the extent permitted by law, we will not be liable for any delays, errors, downtime, Service interruption, Service performance, delivery failures and/or any other loss or damage for a Customer resulting directly or indirectly from use of the Service.
To the extent permitted by law, we expressly disclaim any warranty that the Services or the servers or networks through which our Website is made available are secure or free of software viruses, computer code or trojan horses designed to destroy, erase, interrupt, invade or limit the capabilities of any computer device.
To the fullest extent permissible by law, PolicyMogul will not be liable for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever or howsoever arising from or in relation to the Services or Software. This includes loss or damage relating to unauthorised access to or use of our servers, any inconsistencies, errors or inaccuracies in our Content, or any Force Majeure events beyond our reasonable control. Nor will we be liable for any images or copyright infringements made by you the Customer or for any Created Content.
Nothing in the PolicyMogul Terms limits or excludes our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to the aforesaid:
- PolicyMogul will under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit (whether direct or indirect in nature), or any other indirect or consequential loss arising under or in connection with the PolicyMogul Terms; and
- our total liability to the Customer in respect of all other losses arising under or in connection with the PolicyMogul Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the Charges paid in the preceding 6 months.
- The Customer agrees to protect, defend, indemnify and hold harmless PolicyMogul, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Customer’s conduct. Your indemnity obligation includes, but is not limited to, any third-party claim against us for liability for payments for, damages caused by, or other liability relating to, the Customer.
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the PolicyMogul Terms.
The Customer agrees that our liability will not exceed the Charges paid in the preceding 6 months.
This clause will survive termination of the Contract.
Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the PolicyMogul Terms or any other contract between the Customer and PolicyMogul if the Customer fails to pay any amount due under the PolicyMogul Terms on the due date for payment or we believe that the Customer may be unable to pay its debts as and when they fall due. PolicyMogul may also cancel the Customer’s account and may suspend the Services due to the Customer’s breach of any of the Terms of the Contract.
Termination of the Agreement, however arising, will not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination. Clauses which expressly or by implication survive termination of the Agreement will continue in full force and effect.
If the credit card of the Customer is denied and the Customer does not provide to PolicyMogul with the information of a new credit card within 10 days, we may cancel the Customer’s account and may suspend the Services.
The Customer may cancel a monthly subscription account at any time. However, to cancel any account with a longer subscription, the Customer must provide at least 31 days’ email notice. If the Customer does not provide such notice on time, the credit card of the Customer may still be charged. The Customer will not be entitled to any refund for the payments made to PolicyMogul.
CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
- the Customer must immediately pay to PolicyMogul all of the outstanding unpaid invoices and interest and, in respect of Services supplied the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination will be unaffected, including the right to claim damages in respect of any breach of the PolicyMogul Terms which existed at or before the date of termination or expiry; and
- clauses which expressly or by implication survive termination will continue in full force and effect.
For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of PolicyMogul including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
We will not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If the Force Majeure Event prevents us from providing any of the Services for more than 14 days, we will, without limiting our other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Customer.
Assignment and other dealings.
PolicyMogul reserves the right at any time to assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
The Customer must not, without the prior written consent of us, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.
Any notice or other communication given to a party under or in connection with the PolicyMogul Terms will be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and will be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
A notice or other communication will be deemed to have been received: if delivered personally, when left at the address referred to in this “Notices” clause; if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
The provisions of this clause do not apply to the service of any proceedings or other documents in any legal action.
If any provision or part-provision of the PolicyMogul Terms is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of the Terms.
If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties will negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right under the Agreement or law is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency
Nothing in the PolicyMogul Terms is intended to, or will be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party will have authority to act as agent for, or to bind, the other party in any way.
A person who is not a party to the PolicyMogul Terms will not have any rights to enforce its terms.
Except as set out in the PolicyMogul Terms, no variation of the Contract, including the introduction of any additional terms and conditions, will be effective unless it is agreed in writing and signed by PolicyMogul.
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the PolicyMogul Terms or its subject matter or formation (including non-contractual disputes or claims).