Terms and conditions of use

Released: 04 Jun 2015
DocumentID: 107362
Classifications: ts interlink, Static content, General information

PLEASE NOTE: By using this website, you are accepting the terms and conditions reproduced below.

 

We are aware that this site is currently occasionally used as a medium for informing other subscribers about products and services, bespoke training courses, disposal of equipment, etc. Previously, a code of conduct prohibited advertisements. However, the TSI's current position is that it would not restrict or prohibit advertising of the type referred to above, but it would prohibit advertising of a direct commercial nature, including advertising that would conflict with other TSI products and services, e.g. courses and recruitment.

Should you wish to advertise on ts interlink, please contact the TSI Products & Services Co-ordinator on 01268 582221, or by email to productinfo@tsi.org.uk, to discuss.
If permission is subsequently granted, appropriate wording will accompany the message to reflect that authorisation has been sought.

Licence Agreement

PART 1

 

AGREEMENT DATE the date on which the last party signs the agreement, as set out in Part 2, Schedule 1.

PARTIES

(1) itsa LIMITED (a subsidiary company of the Trading Standards Institute) incorporated and registered in England with company number 2767942 whose principal place of business is at 1 Sylvan Court, Sylvan Way, Southfields Business Park, Basildon, Essex, SS15 6TH ("the Supplier"); and

(2) The person, firm or company full details of which are set out in Schedule 1 of Part 2 ("the Customer").

BACKGROUND

The parties have agreed that the Supplier shall provide the Customer with the Services specified in Part 2 on the terms and conditions set out in Parts 1 and 2 of this agreement.

 

AGREED TERMS

1. Interpretation

1.1 In this agreement, the following terms shall have the following meanings:

Business Day:any day (other than a Saturday or Sunday) when banks are generally open for business in London;

Business Hours:09.00 to 17.00 Monday to Thursday and 09.00 to 16.45 on Fridays;

Charges:the charges in respect of the Services referred to in clause 2 together with any charges arising from the Change Control Procedures;

Confidential Information: as set out in clause 8.1;

Effective Date:as set out in Part 2, Schedule 1;

Force Majeure Event: as set out in clause 7.1;

Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;

Services:the services to be provided pursuant to this agreement that are more particularly defined in Part 2;

Third Party Materials: all text, information, data, software, executable code, images or audio or visual material in whatever medium or form provided to the Supplier by a third party and which is used by the Supplier (whether in whole or in part) in the provision of the Services.

1.2 Clause headings are included in this agreement for ease of reference only and shall not affect the interpretation or construction of this agreement.

1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this agreement, whether in Part 1 or Part 2.

1.4 In the event and to the extent only of any conflict between the clauses and the schedules, the clauses shall prevail. In the event only of any conflict between Part 1 and Part 2 of this agreement, Part 2 shall prevail.

1.5 Where the context so admits or requires, words denoting the singular include the plural and vice versa.

1.6 References to statutory provisions shall be construed as references to those provisions as replaced, amended or re-enacted from time to time (whether before or after the date of this agreement) and shall include any provisions of which they are re-enactments (whether with or without modification) and any subordinate legislation made under such provisions.

1.7 References to "including" and "include(s)" shall be deemed to mean respectively "including without limitation" and "include(s) without limitation".

2. Charges and payment

2.1 The Supplier shall issue invoices (including in respect of VAT, where applicable) in respect of the Charges, and the Customer shall pay to the Supplier the Charges set out in the Supplier's invoice within 30 days of the date of the Supplier's invoice or within such other period (if shorter) which is specified in Part 2.

2.2 All Charges are payable in pounds sterling by credit transfer or cheque.

2.3 All Charges are exclusive of VAT which shall be payable in addition (where applicable) at the prevailing rate.

2.4 If the Customer fails to pay any amount payable by it under this agreement, the Supplier shall be entitled but not obliged to charge the Customer interest on the overdue amount, payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of The Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

2.5 If the Customer fails to pay any amount payable by it under this agreement on the due date, without prejudice to any other rights the Supplier may have, the Supplier may in its sole discretion decide to suspend the provision of Services for so long as any such payment remains unpaid. Any provision of the Services following such suspension may be subject to payment of a reconnection fee in such amount as the Supplier shall specify from time to time.

3. Warranties

3.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.

3.2 The Supplier shall perform the Services with reasonable care and skill.

3.3 This agreement sets out the full extent of the Supplier's obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

4. Limitation of remedies and liability

4.1 Nothing in this agreement shall operate to exclude or limit the Supplier's liability for:

(a) death or personal injury caused by its negligence;

(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

(c) fraud; or

(d) any other liability which cannot be excluded or limited under applicable law.

4.2 The Supplier shall not be liable to the Customer for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

4.3 Subject to clause 4.1, the Supplier's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed £1,000,000.

5. intellectual property rights

5.1 The ownership of Intellectual Property Rights in the Services is set out in Part 2.

5.2 The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that any materials provided by the Customer to the Supplier infringe Intellectual Property Rights of a third party.

5.3 The Supplier shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Services infringe any Intellectual Property Rights of a third party in the UK other than infringements referred to in clause 5.2 or 5.4.

5.4 The indemnity given in clause 5.3 above shall not extend to any Third Party Materials.

5.5 The indemnities in clauses 5.2 and 5.3 are subject to the following provisos:

(a) the indemnified party promptly notifies the indemnifier in writing of the claim;

(b) the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;

(c) the indemnified party gives the indemnifier all information and assistance as the indemnifier may reasonably require; and

(d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

5.6 The indemnities in clauses 5.2 and 5.3 may not be invoked to the extent that the action or claim arises out of the indemnifier's compliance with any designs, specifications or instructions of the indemnified party.

6. Term and termination

6.1 This agreement shall commence on the Effective Date.

6.2 The term of the agreement shall be as set out in Part 2.

6.3 Either party may terminate this agreement immediately at any time by written notice to the other party if:

(a) that other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 30 (thirty) days after the service of written notice specifying the breach and requiring it to be remedied; or

(b) that other party ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement) or becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party; or the ability of that party's creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party's creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).

6.4 On termination of this agreement pursuant to clause 6.3, all licences granted by the Supplier under this agreement shall terminate immediately.

6.5 Additional consequences of termination are set out in Part 2.

6.6 On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, save that any provision which can reasonably inferred as continuing or is expressly stated to continue shall continue in full force and effect.

7. Force majeure

7.1 For the purposes of this agreement, "Force Majeure Event" shall mean any event arising which is beyond the reasonable control of the affected party (including, but not limited to, power failures, the failure of any computer system, software or network or any telecommunications access thereto, any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).

7.2 A party who becomes aware of a Force Majeure Event which gives rise to or which is likely to give rise to any failure or delay in performing its obligations under this agreement for a period of more than five Business Days shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.

8. Confidentiality

8.1 For the purposes of this agreement, "Confidential Information" shall mean all information whether technical or commercial (including all specifications, drawings, designs, disclosed in writing, electronically, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:

(a) identified as confidential at the time of disclosure; or

(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

8.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

8.3 Confidential Information may be disclosed by the receiving party to its employees, agents, sub-contractors, affiliates and professional advisers solely for the purposes of this agreement and on a need to know basis only, provided the recipient is bound to maintain the confidentiality of the Confidential Information received.

8.4 The obligations set out in this clause 8 shall not apply to Confidential Information which the receiving party can demonstrate:

(a) is or has become publicly known other than through breach of this clause 8;

(b) was in possession of the receiving party prior to disclosure by the other party;

(c) was received by the receiving party from an independent third party who has full right of disclosure;

(d) was independently developed by the receiving party; or

(e) was required to be disclosed by governmental authority, provided that the party subject to such requirement to disclose gives the other prompt written notice of the requirement.

8.5 The Customer shall and shall procure that each member of the Customer's staff shall at all times comply with the confidentiality procedures set out in this clause 8.

(a) The obligations of confidentiality in this clause 8 shall not be affected by the expiry or termination of this agreement.

9. Notices

9.1 Any notice must be in writing and may be delivered by hand, or sent by pre-paid first class post or recorded delivery post, or by fax or email to the address notified to the party. A notice delivered by hand is deemed to have been received when delivered (or if delivery is not in Business Hours, 9 a.m. on the first Business Day following delivery). A correctly addressed notice sent by prepaid first class post or recorded delivery will be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice delivered by of fax or e-mail is deemed to have been received at the time of transmission. To prove service by email or fax it is sufficient to prove that the notice was transmitted by fax to the fax number or e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

10. Publicity

The Supplier shall be free to make any media releases, public announcements and public disclosures relating to this agreement or its subject matter, including promotional or marketing material, without the consent of the Customer.

11. Assignment

Neither party may assign this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

12. Entire agreement

Save as set out in this clause 12 neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it upon which it relied in entering into this agreement ("Misrepresentation"), and neither party shall have any liability other than pursuant to the express terms of this agreement. Nothing in this agreement shall exclude or limit either party's liability for any Misrepresentation made knowing that it was untrue. Each party's liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party's ability to perform its obligations under this agreement, shall be subject to the limit set out in clause 4.3.

13. Third party rights

13.1 This agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else.

13.2 The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under, this agreement is not subject to the consent of any person who is not a party to the agreement.

14. Variation and waiver

14.1 A variation of this agreement must be in writing and be signed by or on behalf of both parties, save that the Supplier shall be entitled to make minor and non-material amendments to the Services in line with operational requirements from time to time without the consent of the Customer.

14.2 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.

14.3 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

15. Severance

15.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16. Governing law and jurisdiction

16.1 This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.

The parties irrevocably agree that the courts of England have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.

 

 

NOTE: PART 1 OF THE AGREEMENT FORMS PART OF THE CONTRACT WITH THE CUSTOMER AND SHOULD BE ATTACHED TO THIS PART 2

Part 2 Interlink November 2013

RELATING TO THE SUPPLY OF THE INTEGRATED INFORMATION AND COMMUNICATIONS SERVICE KNOWN AS "ts interlink"

Interpretation

1.1 In Part 2 of this agreement, the following terms shall have the following meanings:

Advertisement: any banner advertisements, site sponsorship arrangements, performance-based advertising, referrals, click-throughs, leads and bounties, and all other similar activities which do not produce revenues through direct selling;

Customer Materials: the content provided by the Customer for incorporation in the Interlink Network;

Domain Name: the domain name for the Site;

Interlink Network: the secure extranet service for Subscribers, providing online bulletin boards and information exchange and retrieval services (including, but not limited to, the Customer Materials, Supplier Materials and the Site);

Interlink Software: the software for the Interlink Network and any other software provided by or used by the Supplier in its provision of the Services and which may, in whole or in part, be made available to the Customer to gain access to the Interlink Network or the Services for the purposes of this agreement;

Helpdesk Service: the helpdesk service specified in Schedule 4;

Inappropriate Content: has the meaning given in clause 4.9;

Licensee: the licensee of the Marks referred to in clause 11.2;

Marks: any and all trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans of a party, whether or not registered;

Personal Data: shall have the meaning given in the Data Protection Act 1998;

Proprietor: the proprietor of the Marks referred to in clause 11.2;

Security Passwords: the security passwords referred to in clause 4.2;

Services: the services to be provided by the Supplier to the Customer as specified in clause 2.1;

Site: the Supplier's website accessed by the Domain Name;

Subscriber: a subscriber to the Interlink Network services provided by the Supplier;

Subscriber Data: all information provided by Subscribers to the Interlink Network;

Supplier Content: all text, information, data, software, executable code, images or audio or visual material in whatever medium or form provided by the Supplier to the Customer during the provision of the Services, including, but not limited to, the Supplier Content specified in Schedule 3;

Supplier Materials: the materials comprising the Supplier Content in any electronic or physical form to be delivered by the Supplier to the Customer;

Territory: the United Kingdom;

Third Party Content: the third party content referred to in clause 4.3;

2. SCOPE OF SERVICES

2.1 In consideration of the payment by the Customer of the Charges set out in Schedule 2 the Supplier shall:

(a) provide the Customer with access to the Interlink Network;

(b) provide the Supplier Content to the Customer for its own internal business purposes;

(c) provide the Interlink Software in accordance with the provisions of clause 3.5;

(d) provide the Helpdesk Service;

in accordance with the terms of this agreement.

3. GRANT OF LICENCE

3.1 During the term of this agreement the Supplier hereby grants to the Customer:

(a) a non-exclusive licence to access the Interlink Network for the purpose of adding, contributing to and editing relevant parts of the Site;

(b)a non-exclusive licence to use the Supplier Content for the Customer's own internal business purposes;

(c)a non-exclusive licence to use the Interlink Network Software in accordance with the provisions of clause 3.5.

subject to the terms of this agreement.

3.2 The licence granted under clause 3.1(b) permits the Customer to reproduce and distribute through any media now known or hereafter developed excerpts of the Supplier Content for internal use in the business of the Customer.

3.3 The licence granted by clause 3.1(b) does not permit the Customer to:

(a) compile a database of the Supplier Content;

(b) carry out (or permit others to carry out) any commercial redistribution or reproduction of the Supplier Content, whether redistributed or reproduced for profit or otherwise;

(c) allow any third party to access the Supplier Content, including any associated, subsidiary, holding or affiliated organisations, save as permitted by this agreement.

3.4 The licence granted under clause 3.1(c) permits the Customer to use the Interlink Software on a non-exclusive basis solely for the purposes of accessing the Interlink Network in accordance with the provisions of clause 3.1(a).

3.5The licence granted under clause 3.1 of this agreement extends to an unlimited number of a Customer's Users.

4. SUPPLIER CONTENT AND CUSTOMER MATERIALS

4.1 The Supplier shall make available the Supplier Content to the Customer via the Interlink Network or otherwise in such manner as the Supplier shall determine from time to time.

4.2 To enable the Customer to access the Interlink Network and the Supplier Content in accordance with the provisions of clause 4.1, the Supplier shall provide the Customer with a user ID and passwords ("Security Passwords") to allow the Customer, wherever practicable, remote access to the Interlink Network at all times. The Customer is responsible for allocating Security Passwords to authorised Users who are permitted to access the Interlink Network, the Supplier Content.

4.3 The Customer acknowledges that where the Supplier Content includes content which has been prepared by, or received from, third parties ("Third Party Content"), the Supplier has received such Third Party Content in good faith from or via third parties which it has reason to believe are competent, trustworthy and reliable.

4.4 Whilst the Supplier shall use all reasonable efforts to ensure the veracity of Third Party Content, the Supplier shall not be responsible, however, for its accuracy or completeness or determining whether the use of it may result in liability to any third party.

4.5 The Customer recognises that the Supplier has no control over any content which is not Supplier Content placed on the Interlink Network by the Customer or by any Subscribers or other third parties and does not purport to monitor the content of the Interlink Network in this respect.

4.6 The Customer shall be responsible for the accuracy and completeness of the Customer Materials it contributes for inclusion on the Interlink Network and for ensuring that any Customer Materials appearing on the Interlink Network are current, and up to date, using the remote access referred to in clause 4.2.

4.7 The Supplier has no obligation to the Customer, and undertakes no responsibility, to review the Customer Materials to determine whether any such Customer Materials may result in any liability to any third party.

4.8 Notwithstanding anything to the contrary contained in this agreement, if the Supplier reasonably believes that any Customer Materials may create liability for the Supplier, the Supplier may remove from the Interlink Network such Customer Materials as the Supplier believes in its sole discretion is prudent or necessary to minimise or eliminate the Supplier's potential liability. The Supplier shall be entitled to levy a reasonable charge for removing such Customer Materials from the Interlink Network.

4.9 Save as provided in clause 4.10, the Customer shall ensure that the Customer Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) ("Inappropriate Content").

4.10 Notwithstanding the provisions of clause 4.9, the Customer and the Supplier each acknowledge that from time to time certain items, whether forming Customer Materials or Supplier Materials, may constitute Inappropriate Content, but each party shall be permitted to provide such Inappropriate Content to the other for illustrative purposes only.

4.11 Where the provisions of clause 4.10 apply, each of the parties shall use their best endeavours to identify clearly any such Customer Materials or Supplier Materials as being Inappropriate Content and ensure that any such Inappropriate Content is held securely and is submitted and retained as part of the Services only to the extent required to enable a duly authorised user of the Interlink Network to properly discharge a statutory function.

4.12 The Supplier reserves the right to remove content from the Interlink Network where it reasonably suspects such content is Inappropriate Content and where the provisions of clauses 4.10 and 4.11 do not apply. The Supplier shall notify the Customer promptly if it becomes aware of any allegation that any Customer Materials on the Interlink Network may be Inappropriate Content.

4.13 The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Customer Materials constitute Inappropriate Content, to the extent that such Inappropriate Content has not been identified as such in accordance with the provisions of clauses 4.10 and 4.11.

4.14 The Customer is responsible for ensuring that their users are aware of and comply with the confidentiality obligations outlined in Clause 9 of Part 1 of this agreement as well as with the obligations set out below.

(i) Users of Interlink will be confined to those working for or on behalf of the Customer.

(ii) Users must comply with the Data Protection Act 1998 ("DPA") in using ts interlink, including the obligation to process personal data fairly and lawfully and other obligations under the DPA.

(iii) The Freedom of Information Act 2000 ("FOIA") and the Freedom of Information (Scotland) Act 2002 ("FOISA") oblige public authorities to supply information to the public upon request. Users will bear in mind the restrictions on disclosure under Part 9 of the Enterprise Act 2002 and the DPA when fulfilling obligations under the FOIA or FOISA.

(iv) In fulfilling obligations under the DPA and the FOIA/FOISA Users will comply with guidance issued by the Information Commissioner, the Scottish Information Commissioner, the Department of Constitutional Affairs and with any other guidance provided by organisations contributing information to ts interlink.

(v) Users will not, whether knowingly or negligently or recklessly, add defamatory material to ts interlink, or add material in breach of confidence.

5. ACCESS AND USE OF THE Interlink Network

5.1 The Customer shall use the Interlink Network only for access to and use of the Services for its own internal business purposes and otherwise as is expressly permitted in this agreement and shall not make the use of the Interlink Network available to any third party, save with the prior consent of the Supplier.

5.2 In the event that the Interlink Network is unavailable (for reasons other than a Force Majeure Event as defined in Part 1, clause 8.1 or by the default or action of the Customer) for a continuous period of more than 2 full Business Days from the time the Supplier first became aware of the loss of service the Supplier shall credit the Customer with one month's Charges payable in accordance with Schedule 2. Provided that the Supplier's liability under this clause shall not exceed one month's charges per calendar month of Interlink Network service supply.

5.3 The Supplier undertakes that whenever possible any significant maintenance of the hardware and software infrastructure on which the Interlink Network is located shall be undertaken outside Business Hours, but the Supplier reserves the right to carry out any emergency maintenance work at any time, giving to the Customer as much warning as reasonably practicable.

5.4 The Supplier shall maintain such safeguards as are deemed to meet appropriate professional and industry standards for similar types of network and data storage against the destruction, loss or unauthorised access of the Interlink Network and shall institute security procedures to restrict the destruction, corruption or unauthorised access to the Interlink Network, data and data files, including back up material.

5.5 The Supplier shall maintain and use such virus protection procedures and software as are deemed to meet appropriate professional and industry standards for similar types of network and data storage on the Interlink Network.

5.6 If the Interlink Network shall fail or break down the Supplier shall use its reasonable endeavours promptly to restore the Interlink Network to its proper operating condition.

5.7 The Supplier shall not be liable for any loss or damage sustained or incurred by the Customer as a result of any failure or breakdown of the Interlink Network or any fault in the Network Software, save as expressed in clause 5.2 above.

5.8 The Customer shall be responsible for the provision of all necessary software, telecommunications lines and equipment to enable the Customer to receive the Services via the internet using Secure Socket Layer (SSL) technology, or such other technology as the Supplier may specify from time to time.

5.9 The Customer acknowledges that if it does not have the following technical requirements in place (or such other technical requirements as the Supplier may specify from time to time) some or all of the Services may not be available in whole or in part, or the quality and/or speed of the Services may be adversely affected:

(a) Javascript-enabled internet browser capable of connecting to an SSL-secured website;

(b) the current version Microsoft Internet Explorer or Mozilla Firefox or Google Chrome web browser;

(c) Computer(s) capable of displaying a screen resolution of at least 1024x768 pixels;

(d) Computer system accepting the use of cookies.

6. PARTIES' RESPONSIBILITIES

6.1 The Customer acknowledges that the Supplier's ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide) as well as the accuracy and completeness of any information and data the Customer provides to the Supplier. Accordingly, the Customer shall provide the Supplier with access to, and use of, all information, data and documentation reasonably required by the Supplier for the performance by the Supplier of its obligations under this agreement.

6.2 The Supplier shall not be liable for any delays in performing the Services resulting from the Customer's failure to fulfil any of its obligations set out in this agreement. The Supplier reserves the right to invoice the Customer for any additional expenses reasonably incurred by the Supplier as a result of such delays.

6.3 The Customer shall not include any part of the Supplier Content on the Site without proper attribution to the Supplier or without including the Supplier's copyright or other notices as may be required by the Supplier from time to time.

6.4 Except as expressly permitted by this agreement the Customer shall not attempt to obtain access to or interfere with any programs or data of the Supplier or of any other customer of the Supplier and shall indemnify the Supplier against any loss, damage or liability which the Supplier may sustain or incur as a consequence of the Customer failing to comply with such undertaking.

6.5 In order to ascertain the Customer's compliance with the terms of this agreement, upon giving reasonable prior notice the Supplier and/or its authorised representatives shall have the right to audit the Customer's use of the Services to ensure compliance with the terms of this agreement. For such purposes the Customer hereby grants to the Supplier and/or its authorised representatives an irrevocable licence to enter upon any premises owned or occupied by the Customer, to interrogate the Customer's computer systems and to take copies of any records reasonably required and the Customer shall take all reasonable actions to assist the Supplier and/or its authorised representatives in this respect.

6.6 The Customer shall ensure that any of its authorised Users of the Services is suitably competent and has received all necessary training.

7. PASSWORDS

7.1 The Supplier shall periodically require the Customer to change the Security Passwords in accordance with the Supplier's security procedures from time to time in force and shall notify the Customer accordingly. If either party becomes aware, or shall suspect, that any unauthorised person has obtained or has attempted to obtain access to the Interlink Network by means of any of the Security Passwords, then they shall promptly notify the other party and the Supplier shall forthwith cancel such of the Security Passwords as are thought to have been affected by the breach of security and, if necessary, issue the Customer with replacement Security Passwords, Where the need for replacement passwords arises due to the default of the Customer, then the customer agrees to pay the Supplier's reasonable charges in this respect.

7.2 The Customer shall and shall procure that each member of the Customer's staff shall at all times comply with the security procedures set out in this clause 7.

8. WARRANTIES

8.1 The Supplier warrants to the Customer that the Domain Name, the Interlink Network, the Network Software, the Supplier's Marks, the Supplier Content and the Supplier Materials (to the extent that they do not comprise Third Party Content or save as permitted under the provisions of clauses 4.10 and 4.11):

(a) do not infringe in the UK and the European Union any third party's Intellectual Property Rights or other proprietary rights or rights of privacy;

(b) do not violate any law, statute, ordinance or regulation in the UK (including without limitation the laws and regulations governing export control);

(c) are not defamatory, trade libellous, unlawfully threatening or unlawfully harassing;

(d) are not obscene or pornographic and do not contain child pornography;

(e) do not violate any UK laws regarding unfair competition, anti-discrimination or false advertising; and

(f) do not, to the best of the Supplier's knowledge, contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

8.2 The warranty set out in clause 8.1 shall not apply to the extent any failure to perform is caused by any Customer Materials or any acts or omissions of the Customer.

8.3 The Customer warrants that the Customer Materials (save as permitted by clauses 4.10 and 4.11) and the Customer's Marks:

(a) do not infringe in the UK any third party's Intellectual Property Rights or other proprietary rights or rights of privacy;

(b) do not violate any law, statute, ordinance or regulation in the UK (including without limitation the laws and regulations governing export control);

(c) are not defamatory, trade libellous, unlawfully threatening or unlawfully harassing;

(d) are not obscene or pornographic and do not contain child pornography;

(e) do not violate any UK laws regarding unfair competition, anti-discrimination or false advertising; and

(f) do not, to the best of the Customer's knowledge, contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

8.4 This agreement sets out the full extent of the Supplier's obligations and liabilities in respect of the supply of the Domain Name, the Internet Network, the Network Software, the Supplier's Marks, the Supplier Content and the Supplier Materials. All conditions, warranties or other terms concerning the supply, purported supply or non-supply of the Domain Name, the Interlink Network, the Network Software, the Supplier's Marks, the Supplier Content or Supplier Materials which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

9. BULLETIN BOARD FACILITIES

9.1 In the event that the Customer is entitled to post messages to the Interlink Network or any website operated by the Supplier the Customer:

(a) represents that it is entitled to do so;

(b) grants to the Supplier a non-exclusive, royalty-free, transferable, non-terminable licence to copy, modify, distribute, show in public and create derivative works from that material in any form, anywhere provided that such actions are restricted to the furtherance of or facilitation of the aim of the original message,; and

(c) authorises the Supplier to adapt the relevant material in the course of doing so, and so waives any moral rights to object to derogatory treatment, or to be identified as the author, of the material in question provided that such actions are restricted to the furtherance of or facilitation of the aim of the original message,.

9.2 The Customer shall ensure that any material submitted by it or any communication made in connection with the Interlink Network or any website operated by the Supplier will not (save as permitted under the provisions of clauses 4.10 and 4.11):

(a) infringe the Intellectual Property Rights or other rights of any person or entity;

(b) breach any applicable law, whether criminal, tortious or otherwise; or

(c) be defamatory, profane, sexually oriented, racially offensive, harassing, threatening, obscene, pornographic, false, unreliable or misleading, or otherwise objectionable in the opinion of the Supplier.

9.3 Spamming, flaming and advertising on the Internet Network or on any website operated by the Supplier is not permitted.

9.4 Save as provided in this agreement, the Supplier has no control over or responsibility for the truth or accuracy of any material available on the Internet Network or on any website operated by the Supplier which has been provided by third parties.

9.5 Where any third party website is linked to and from any website operated by the Supplier, it does not endorse or have any responsibility for such other websites or their contents.

9.6 The Customer's use of any message/bulletin board or website made available by the Supplier is entirely at the Customer's risk. As such, to the extent permitted by law, the Customer releases the Supplier, its directors, contractors and employees from all liability arising out of or in connection with any message/bulletin board operated by the Supplier and the material submitted to it by third parties.

9.7 The Supplier may not endorse the views expressed on any message/bulletin board operated by it.

9.8 The Supplier reserves the right to edit or delete any messages left on any message/bulletin board operated by it, including any messages which contravene the terms of this agreement.

9.9 The Customer shall notify the Supplier immediately if it becomes aware of anything on any website operated by the Supplier which contravenes the provisions of this clause 9.

9.10 The Customer acknowledges that the Supplier does not monitor material which appears on any message/bulletin board operated by it and that the Supplier is reliant upon notification by Users of anything which contravenes the provisions of this clause 9.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 All Intellectual Property Rights in the Site, the Domain Name, the Internet Network, the Internet Software, the Supplier Materials and the Supplier's Marks, but excluding the Customer Materials, arising in connection with this agreement shall be the property of the Supplier or its third party licensors and the Supplier hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purposes of this agreement. Save as expressly provided in this agreement, nothing shall be construed to grant to the Customer any right, title or interest in or to the same.

10.2 The Customer retains all Intellectual Property Rights in the Customer Materials and its Marks, and nothing in this agreement shall be taken to grant any rights to the Supplier in respect of such Intellectual Property Rights save as is expressly permitted by this agreement.

10.3 Subject to clause 10.2, the parties agree that any and all user profile information (e.g. name, address, e-mail address, etc.) that is collected through any User registration process or otherwise occurring in respect of the Internet Network shall be owned by the Supplier.

11. MARKS

11.1 Each party acknowledges and agrees for all purposes that all Marks associated with the other party and/or the other party's services, products, literature, promotional materials or otherwise, whether or not registered, constitute the other party's exclusive property.

11.2 Subject to clauses 11.3 to 11.7, each party ("Proprietor") hereby grants to the other party ("Licensee") a non-exclusive, non-transferable, non-assignable, royalty-free licence to use those Marks of the Proprietor as shall be agreed between the parties solely for purposes of performing the Licensee's obligations under this agreement including in connection with any advertising, marketing and promotional activities undertaken and materials developed, pursuant to this agreement, which are intended to inform the trading standards community and other potential customers

11.3 All uses by the Licensee of the Proprietor's Marks shall be in accordance with such quality control standards as the Proprietor may promulgate from time to time, and the Licensee agrees to refrain from all uses of the Proprietor's Marks to which the Proprietor objects.

11.4 All uses of the Proprietor's Marks by the Licensee, including all goodwill arising, shall accrue solely to the benefit of the Proprietor.

11.5 All promotional literature and other materials prepared by either party in connection with its promotional obligations hereunder shall bear appropriate copyright and/or trade mark notices as prescribed by the party whose content or branding is included therein.

11.6 The Licensee agrees it will not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to the Proprietor's Marks.

11.7 At no time during the term of the agreement or thereafter shall the Licensee attack, challenge or file any application with respect to any Proprietor Mark.

12. DATA PROTECTION

12.1 The Customer warrants and confirms that, to the extent it processes or controls any Personal Data, it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and it has taken all such measures as may be necessary to ensure that it complies with all its obligations under the Data Protection Act 1998 in its performance of its obligations or exercise of its rights under this agreement.

12.2 The Supplier warrants and confirms that it is registered as a data controller under the Data Protection Act 1998 for the purposes of this agreement and to the extent that it processes or controls any Personal Data, it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and it has taken all such measures as may be necessary to ensure that it complies with all its obligations under the Data Protection Act 1998 in its performance of its obligations or exercise of its rights under this agreement

13. TERM AND TERMINATION

13.1 This agreement shall commence on the Effective Date and shall (subject to earlier termination pursuant to Part 1, clause 6.3) continue until the following 31st March and shall continue for further periods of twelve months from the following 1st April unless and until terminated by either party giving to the other at least three months' prior written notice effective from the next anniversary of the twelve month renewal.

13.2 On expiry or termination of this agreement for any reason, the licences granted to the Customer by clause 3.1 shall terminate immediately.

13.3 On expiry or termination of this agreement for any reason, the Customer shall promptly return to the Supplier, or certify the destruction of, the Supplier Content and all Supplier Materials if requested by the Supplier.

13.4 The Supplier will endeavour to give to the Customer sufficient notice of proposed increases in fees and charges to allow the customer to reasonably exercise its options under Clause 13.1. Where the supplier gives such notice of proposed increases on any date during the three month period immediately preceding the relevant renewal anniversary, then at least three months notice of termination shall be served within one month of that date, and the fees and charges shall be at the prevailing (pre increase) rates.

14. CHANGE CONTROL

Any request to change the nature or quality of the Content shall be processed in accordance with the Supplier's Change Control Procedure from time to time in force.

SCHEDULE 1

General

CUSTOMER ORGANISATION 

CUSTOMER CONTACT NAME

(INCLUDE FAX, TELEPHONE NUMBER AND EMAIL ADDRESS)

 
CUSTOMER ADDRESS 

CHARGES:

ANNUAL SUBSCRIPTION FEE

 
EFFECTIVE DATE 

SIGNATURE OF CUSTOMER CONTACT

DATE

 

 

 

IN SIGNING THE CUSTOMER ACKNOWLEDGES THAT IT HAS BEEN PROVIDED WITH A COPY OF PART 1 AND PART 2 OF THIS AGREEMENT

SIGNATURE OF SUPPLIER CONTACT

DATE

 

 

SCHEDULE 2

CHARGES

The Customer shall pay such of the following Charges:

Annual Subscription Fee – a sum of £XXXX plus VAT payable annually in advance in respect of the Services to be provided by the Supplier in accordance with the provisions of clause 2.1, the payment being due within 30 days of the Supplier's invoice date.

Where the Supplier decides, in its sole discretion, to carry out any services at the request of the customer which are not specified in this agreement, such services shall be chargeable at the Supplier's standard time and materials rates from time to time in force or at such other rates as the parties may agree in writing from time to time.

SCHEDULE 3

SUPPLIER CONTENT AND FACILITIES

Such of the following as shall be made available by the Supplier from time to time, subject to availability and subscription levels:

and such other materials as the Supplier shall determine from time to time.

The following may be available subject to payment of an additional Subscription fee:

SCHEDULE 4

HELPDESK SERVICE

1. The Helpdesk Service shall be available to the Customer in respect of the Services.

2. The Helpdesk Service is accessible by telephoning 01268 582207 or by e-mailing helpdesk@tsi.org.uk or such other contact details as the Supplier may specify from time to time.

3. The Supplier shall use all reasonable endeavours to make the Helpdesk Service available to the Customer during Business Hours.

4. The Supplier will attempt to resolve all telephone queries within one Business Day.

5. E-mail queries will be responded to within one Business Day.



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