TERMS AND CONDITIONS OF SERVICE
Last Modified on: 7 Jan 2022
1.1 Welcome to Purlos. These Terms govern the use of the Services we provide to you. We recommend that you print or save a copy of these Terms for future reference.
1.2 If you have any queries regarding these Terms, please contact us using the details located at www.purlos.com.
1.3 To make these Terms easier to read, we use a few definitions which are set out in the Annex (Definitions).
1.4 Each section of these Terms below begins with a highlighted text which summarises the key terms in that section. This text provides an informal summary and does not form part of the agreement between us.
2 CONTRACTING WITH US
|The agreement between us is made up of these terms and an order form which we’ll ask you to submit to us. If these documents ever contradict each other, we’ll rely on the form to resolve this.|
2.1 If you would like us to provide the Services to you, we and you need to first enter into an Order Form. Each Order Form is an offer by you to purchase the Services from us in accordance with these Terms. The Order Form will be treated as accepted by us on the earlier of: (a) us issuing our written acceptance of the Order Form to you; or (b) any act by us consistent with fulfilling the Order Form, at which point and on which date a contract will come into existence which will be governed by these Terms.
2.2 In the event of a conflict between any term of an Order Form and these Terms, the Order Form will prevail.
3 OUR OBLIGATIONS TO YOU
|We’ll use skill and care to provide the services as they’ve been described to you and may provide service updates from to time. As you would expect for any service delivered online, we cannot guarantee the services will always be available or free of errors.|
3.1 We will provide access and use of the Platform to your Users during the Term for the purpose of receiving the Services and promoting the Services to Users.
3.2 We promise that the Services will be performed substantially in accordance with the documentation provided to you and with reasonable skill and care. This promise will not apply to the extent of any non-conformance which is caused by use of the Platform or Services contrary to our instructions or the documentation or by the modification or alteration of the Platform or Services by any person other than Purlos or our duly authorised contractors or agents. If the Services do not conform with this promise, we will use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of this clause 3.2.
3.3 We: (i) do not make any promises that your use of the Platform and Services will be uninterrupted or error-free or that the Platform and Services will be free from viruses, malware or similar harmful programming routines or content; and (ii) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform, Services and any associated documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.4 We may provide, when and if generally available, updates, enhancements or modifications to the then-current, general release version of the Platform that is not separately priced or licensed as new products.
3.5 All other conditions, promises. warranties or other terms which might have effect between the Parties or be implied or incorporated, whether by statute, common law or otherwise, are hereby excluded.
4 ACCESSING AND USING OUR SERVICES
|You can use our services in the ways allowed under these terms but there are a few ‘do’s and don’ts’ that we’ll ask you to follow. If we provide you with trial access then not all of our obligations will apply.|
4.1 You may access and use of the Platform and Services under these Terms but only if you agree not to (and agree not to permit any third party to):
a) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Platform in whole or in part;
b) access, store, distribute or transmit any viruses, malware or similar harmful programming routines or content, or any material during the course of your use of the Platform that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, (ii) facilitates illegal activity, (iii) depicts sexually explicit images, (iv) promotes unlawful violence, (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or (vi) is otherwise illegal or causes damage or injury to any person or property and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause;
c) access all or any part of the Platform or Services in order to build a product or service which competes with the Platform or Services;
d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform or Services available to any third party (except the Users), nor use the Platform or Services to provide services to third parties;
e) attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Services, other than as provided under these Terms; and
f) allow any unauthorised access to, or use of, the Platform and any associated documentation and, in the event of any such unauthorised access or use, you agree to promptly notify us.
4.2 You agree that our designated auditor will be entitled to inspect your systems and records to ensure your compliance with these Terms at any time by giving reasonable advance notice to you in writing
4.3 If we agree to allow you to use the Platform on a trial basis, you may use the Platform and any associated documentation in accordance with these Terms for a period permitted by us (“Trial”). The promises set out in clause 5.1 will not apply in respect of any Trial. Trials are permitted solely to enable you to determine whether to purchase the Services. Trials may not include all functionality and features accessible as part of a paid Service. If you do not purchase the Services, your right to access and use the Platform and associated documentation will terminate at the end of the Trial. We have the right to terminate a Trial on giving written notice to you.
5 YOUR RESPONSIBILITIES
|We may need your assistance in relation to the services and there are a few areas over which we’ll need you to take responsibility to make sure our services work effectively and safely.|
5.1 You will:
a) provide us with:
i) all necessary and timely co-operation in order for us to provide the Services; and
ii) all necessary and timely access to such information as we may require in order to provide the Platform and Services (including amending or adding to the list of ‘FAQs’ provided by you to us in order for us to perform the Services);
b) be responsible for backing up the Customer Data and User Personal Data and keeping copies for your own records, as you deem necessary;
c) keep, and procure that your personnel keep, your account and log in details (including usernames and passwords) confidential and not disclose them to anyone other than the registered user, and you will not permit your personnel to share log in details;
d) have in place and maintain throughout the Term an appropriate safeguarding policy and procedure and an appropriate contact to which we can refer any concerns we may have about Users of which we become aware during the provision of the Services;
e) carry out your responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays caused by you, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
f) comply with all applicable laws and regulations with respect to your activities under these Terms and your use of the Platform and Services;
g) comply with the terms and conditions of any third party services, including WhatsApp, that we use to provide the Services or that are incorporated or accessible from the Platform (“Third Party Services”) and that we notify to you from time to time, including via our website at https://purlos.com;
h) obtain and will maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under these Terms other than as expressly set out in these Terms. In particular you will ensure that you have obtained consent and/or provided individuals with an opportunity to object (as applicable) under the PECRs where applicable;
i) ensure that your network and systems comply with the relevant specifications provided by us from time to time;
j) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;
k) ensure that you implement and maintain at all times appropriate and effective safeguarding measures in relation to the physical and mental health of Users in accordance with best practice. You acknowledge and agree that the Services do not encompass counselling or any other mental health wellbeing services and we are not responsible, nor liable to you, for any actions Users take when or after engaging with the Services; and
l) be solely responsible for the selection of the Platform and Services to achieve your intended results and acknowledge that the Platform has not been developed to meet your individual requirements.
6 DATA PROTECTION
|We take our obligations under privacy laws seriously. As we process personal data on your behalf, we’ve included the mandatory terms required under these laws. These include details of our processing activities which we’ve presented in a table for ease of reference.|
6.1 We and you agree to both comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, either your or our obligations or rights under Data Protection Legislation.
6.2 We and you acknowledge that for the purposes of the Data Protection Legislation, you are the Controller and we are the Processor of our processing of the User Personal Data. You acknowledge and agree that you are solely responsible for determining the lawful basis and purpose of our processing of User Personal Data, including whether messages are sent for marketing purposes or as service messages.
6.3 You will ensure that you have all necessary and appropriate consents, or other lawful basis, and notices in place to enable the lawful transfer of the User Personal Data to us and/or lawful collection of the User Personal Data by us on your behalf for the duration of the Term and purposes set out at clause 6.1.
6.4 We will, in relation to any User Personal Data processed in connection with the performance of our obligations under these Terms: (i) process that User Personal Data only on your documented written instructions and for the specific purpose as agreed in writing with you. You may give further instructions regarding data processing, throughout the Term, but such instructions will always be documented; (ii) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of User Personal Data and against accidental loss or destruction of, or damage to, User Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, and having regard to the state of technological development and the cost of implementing any measures; (iii) ensure that all personnel who have access to and/or process User Personal Data are obliged to keep the User Personal Data confidential; (iv) not transfer any User Personal Data outside of the European Economic Area and the UK unless we have in place appropriate safeguards required under Data Protection Legislation; (v) assist you, at your cost, in responding to any request from a User and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (vi) notify you without undue delay on becoming aware of a Personal Data Breach affecting the User Personal Data; (vii) at your written direction, delete or return the User Personal Data and copies thereof to you on termination of the Order Form unless we are required by applicable law to store the User Personal Data; (viii) provide inform, at your written request information to demonstrate our compliance with this clause 6.4 and allow for audits (not more than once per year, on a reasonable basis and provided reasonable notice is given and at your sole cost) by you or your designated auditor; and (ix) promptly inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
6.5 You give your general written authorisation to us to appoint third-party Processors to process your User Personal Data. We confirm that we have entered or (as the case may be) will enter with our third-party Processors into a written agreement incorporating terms which are substantially similar to those set out in this clause 6. As between the Parties, we will remain fully liable for all acts or omissions of any third-party Processor appointed by us under this clause 6.5.
6.6 We may, at any time on not less than 30 days’ notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which will apply when documented in writing and signed by the Parties).
6.7 You will be solely responsible for the legality, reliability, integrity, accuracy and quality of the Customer Data and User Personal Data.
6.8 You will be liable for and will fully indemnify us for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by you or your personnel of Data Protection Legislation and you will maintain in force full and comprehensive insurance policies to cover such liability.
6.9 A description of our processing of User Personal Data is as follows:
|Subject matter and nature of processing:||To provide the Platform and the Services, which may involve the collection, recording, storage, retrieval, consultation, use, erasure and destruction of User Personal Data.|
|Purpose of processing||
To respond to messages from Users on behalf of the Customer using a pre-determined set of answers and responses, such responses either being automated or by Purlos personnel.
If we reasonably believe that a Users’ dialogue raises concerns from a welfare perspective, we will notify the Customer.
|Duration of Processing||The Term|
|Types of Personal Data||Name, telephone number and User messages|
|Categories of Data Subject||Users|
|Your rights/obligations as a Controller||As set out in these Terms and Data Protection Legislation|
7 CHARGES AND PAYMENT
|Our charges, which are not refundable in most cases, are set out in the order form and we ask you to settle our invoices within 30 days. If we ever change our prices, we’ll always make sure we give you plenty of notice.|
7.1 You will pay to us the Price in accordance with the payment and invoicing terms set out in the Order Form. If no such terms are stated, you will pay our invoice within 30 days of the date of the invoice.
7.2 If we have not received payment by the due date, without affecting any of our other rights and remedies, we may without liability to you, disable your password, account and access to all or part of the Platform and we will be under no obligation to provide access to any or all of the Platform or provide the Services while the invoice(s) concerned remain unpaid.
7.3 You will reimburse us for all fees and expenses, including reasonable legal fees we incur to collect, or attempt to collect, amounts owed by you to us.
7.4 The Price:
a) will be payable in the currency stated on our invoice;
b) is, subject to clause 10.2, non-cancellable and non-refundable;
c) excludes: (i) amounts in respect of value added tax or other similar tax, which you will additionally be liable to pay to us at the prevailing rate; and (ii) any local sales, use and excise taxes that may apply, for which you will be solely responsible.
7.5 We are entitled to increase the Price at the start of each Renewal Period by up to and including 15% increase without any notice. We will be giving you at least 90 days’ prior written notice if the increase is above 15%. If you do not agree to the increase that will take effect you may terminate the Order Form on 60 days’ written notice to us prior to the end of the Initial Term or applicable Renewal Period (as applicable) in which case the Order Form will terminate on the expiry of the applicable Initial Term or Renewal Period (as applicable).
8 INTELLECTUAL PROPERTY RIGHTS
|The intellectual property in our services and platform is ours but we do not take ownership of any rights in your users’ personal details or messages, which remain yours. We keep feedback, service usage and other anonymised data to improve our services and for other business purposes.|
8.1 You retain ownership of all Intellectual Property Rights in any Customer Data and User Personal Data at all times.
8.2 You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Platform, the Services and any associated documentation and, to the extent it does not automatically vest in you, the Service Data. Except as expressly stated in these Terms, these Terms do not grant you any rights to, under or in, any such Intellectual Property Rights.
8.3 You will display, and not remove or alter, any proprietary notices from or incorporated within the Platform, the Services and any associated documentation without our prior written consent.
8.4 You give to us:
a) subject to (b) below, a non-exclusive, royalty free licence for the Term to any Customer Data and User Personal Data, and materials and documentation that you provide to us in order for us to provide the Services and give you access to the Platform; and
b) to the extent you have any proprietary interest in the Service Data, a non-exclusive, royalty free, perpetual licence (which survives termination of the agreement between us) to use the Service Data for any purposes we determine in our sole discretion.
8.5 If you suggest any new features, functionality or performance for the Platform, the Services and/or associated documentation, all Intellectual Property Rights that may subsequently arise and may be incorporated into the Platform and/or Services will be our sole and exclusive property, and we have all rights to use and incorporate such suggestions, and all such suggestions will be free from any confidentiality restrictions that might otherwise be imposed on us.
|We recognise we may receive commercial and other sensitive information about each other as part of our business relationship. We each promise to keep this information confidential and to destroy it once our agreement ends.|
9.1 Each Party acknowledges that it may, in the course of performing its obligations under these Terms, receive the other Party’s Confidential Information. The Parties agree to hold all such Confidential Information in strict confidence and not to disclose the same to third parties or to use such Confidential Information for any purpose whatsoever other than the fulfilment of their obligations under these Terms. This provision will survive termination of the Agreement.
9.2 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.
9.3 After termination or expiration of an Order Form, you will return to us or destroy any Confidential Information received during the Term.
|We promise to reimburse you if you use our services in a way that is permitted by these terms but results in a third party making a successful claim against you for infringing certain of their intellectual property rights. You promise to provide us with similar protection, including where we suffer a loss because you do something wrong.|
10.1 We will defend you against any claim that your use of the Platform, Services and/or associated documentation in accordance with these Terms (but excluding any Intellectual Property Rights in or relating to any Third Party Services) infringes any United Kingdom patent effective as of the Order Date, copyright, trade mark, database right or right of confidentiality, and will indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
a) we are given prompt written notice of any such claim;
b) you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
c) we are given sole authority to defend or settle the claim.
10.2 In the defence or settlement of any claim, we may procure the right for you to continue using the Platform, the Services and/or any associated documentation, replace or modify the Platform, Services and/or any associated documentation so that they become non-infringing or, if such remedies are not reasonably available, terminate the Order Form immediately notice to you and you will be entitled to recover from us the portion of the prepaid Price from the date of termination of the Order Form until the end of the Initial Term or Renewal Period (as applicable).
10.3 In no event will we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
a) a modification of the Platform, the Services and/or any associated documentation by anyone other than us; or
b) your use of the Platform, the Services and/or any associated documentation in a manner contrary to the instructions given to you by us; or
c) your use of the Platform, the Services and/or any associated documentation after notice of the alleged or actual infringement from us or any appropriate authority.
10.3 You will indemnify, defend and hold us harmless from and against, and in respect to, any and all losses, expenses, costs, obligations, liabilities and damages, including interest, penalties and reasonable legal fees and expenses, that we may incur as a result of our use of any Customer Data or your use of the Platform, the Services and/or any associated documentation, your negligent or wilful act or omission or that of your agents, third party suppliers or personnel, or your failure to perform any of your obligations, representations, promises or warranties under these Terms.
10.4 This clause 10 states your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11 OUR LIABILITY TO YOU
|If you bring a claim against us under our agreement, there are certain liabilities which cannot be claimed as they are limited or excluded. However, certain liabilities cannot be excluded by law and we will remain fully liable to you in relation to these.|
11.1 Except as expressly and specifically provided in these Terms:
a) you assume sole responsibility for results obtained from your use of the Platform, the Services and associated documentation, and for conclusions drawn from such use. We will have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction; and
b) the Platform, the Services and associated documentation are provided to you on an “as is” basis.
11.2 Nothing in these Terms excludes our liability:
a) for death or personal injury caused by our negligence;
b) for fraud or fraudulent misrepresentation; or
c) any other liability which may not be excluded by law.
11.3 Subject to clause 11.1 and clause 11.2:
a) we will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss (in each case, whether direct or indirect), or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms;
b) we will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for not drawing your attention to any particular dialogue with a User;
c) we will not be responsible for any death or personal injury to any person that is not caused by our negligence; and
d) our total aggregate liability in contract (including in respect of our obligations under clause 10.4), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms will be limited to an amount equal to the fees payable by you in the six (6) months prior to the date of your claim.
12 THE DURATION OF OUR AGREEMENT
|The term of our agreement with you renews automatically until you tell us you’d like it to end. Each of us can end our agreement if the other does something wrong or becomes insolvent.|
12.1 The agreement between us, incorporating these Terms and the Order Form, will continue for the Initial Term, after which the agreement will automatically renew for successive Renewal Periods with the same contract length as the last applicable Order Form (unless otherwise stated in the Order Form) unless:
a) either Party notifies the other Party of termination, in writing, at least 60 days before the end of the Initial Term or any Renewal Period, in which case the agreement will terminate on the expiry of the applicable Initial Term or Renewal Period; or
b) the agreement is otherwise terminated in accordance with these Terms.
12.2 Without affecting any other right or remedy available to it, either Party may terminate an Order Form by giving written notice to the other Party if:
a) the other Party fails to pay any amount due under an Order Form on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
b) the other Party commits a material breach of any other term of these Terms or the Order Form and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
c) the other Party enters into liquidation, whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other Party), or compounds with or makes any arrangements with its creditors or makes a general assignment for the benefit of its creditors, or has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
12.3 On termination of an Order Form for any reason:
a) all licences and rights granted to you under these Terms will immediately terminate and you will immediately cease all use of the Platform, the Services and associated documentation;
b) you agree to extract any and all Customer Data and User Personal Data from the Platform within 30 days from the effective date of termination, at which point we will destroy or otherwise dispose of any of the Customer Data and User Personal Data in our possession;
c) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination will not be affected or prejudiced; and
d) any provision of these Terms which expressly or implication is intended to come into force on or after termination of an Order Form will remain in full force and effect.
13 OTHER IMPORTANT TERMS
|We’ve included boilerplate clauses that set out the ‘ground rules’ and other basic terms to help with the formation, interpretation and enforcement of our agreement. In particular, we agree that we’ll use English law to interpret this agreement and we’ll deal with any disputes through the English courts.|
13.1 Interpretation. The following rules of interpretation apply in these Terms:
a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
b) Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
c) Headings used in these Terms are provided for convenience only and are not be used to construe meaning or intent.
13.2 No partnership or agency. Nothing in these Terms constitutes, establishes or implies any partnership, joint venture, agency, employment or fiduciary relationship between the Parties.
13.3 Variation. No variation of these Terms or an Order Form will be effective unless it is in writing and signed by the Parties (or their authorised representatives). These Terms apply to the contract between us to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
13.4 Waiver. If you breach these Terms or terms of any Order Form and we choose to ignore your breach, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach the Terms or terms of that Order Form again.
13.5 No third party rights. These Terms and the Order Form do not confer any rights on any person or party (other than the Parties to this agreement and, where applicable, their successors and permitted assigns) under the Contracts (Rights of Third Parties) Act 1999.
13.6 Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is deemed deleted, the Parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7 Entire agreement. The Order Form and these Terms constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You acknowledge that in entering into the agreement with us you do not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Order Form of these Terms.
13.8 Assignment. You will not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.
a) Any notice required to be given will be in writing and will be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in the Order Form, or such other address as may have been notified by that Party for such purposes.
b) A notice delivered by hand will be deemed to have been received when delivered. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received at 9.00 am on the second Business Day after posting.
c) Any notice of claim by you against us arising from these Terms will be given to us within 6 months of the date of the event giving rise to that claim. Such claim (and any future claims in connection with that event and any related causes of action) will be deemed irrevocably withdrawn and lapsed unless proceedings in respect of that claim have been issued and served on us not later than 30 Business Days from the date of that notice.
13.10 Force Majeure. Neither Party will have liability to the other Party if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, provided that the other Party is notified of such an event and its expected duration. In such circumstances the time for performance will be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 2 months, the Party not affected may terminate the Order Form by giving 30 days’ written notice to the affected Party.
13.11 Governing law and jurisdiction. These Terms and each Order Form (and any dispute or claim arising out of or in connection with them or their subject matter or formation) will be governed by and construed in accordance with English law and the Parties hereby submit to the exclusive jurisdiction of the English courts.
TERMS AND CONDITIONS OF SERVICE
The following expressions have the following definitions when used in our Terms and Conditions of Service:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a Party or its representatives to the other Party and that Party’s representatives whether before or after the Order Date, including: (a) the Order Form and these Terms; (b) any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, of the disclosing Party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party; (c) any information developed by the Parties in the course of providing or receiving the Services; (d) the Platform and its associated documentation; (e) the Price charged by us; and (f) any other information disclosed to the other Party that is labelled or otherwise designated as confidential or that by its nature would reasonably be expected to be kept confidential. Confidential Information excludes information that: (i) is or becomes publicly known other than through any act or omission of the receiving Party; (ii) was in the receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving Party, which independent development can be shown by written evidence;
“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” (and its analogous terms) and “appropriate technical and organisational measures” will be as defined in Data Protection Legislation;
“Customer” means the entity that has entered into an Order Form and “you” and “your” will be construed accordingly;
“Customer Data” means the data inputted by you, the Users, or us on your behalf for the purpose of using the Platform or facilitating your use of the Platform and providing the Services;
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK and European Union including the GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003, as amended (“PECRs”);
“Initial Term” means, unless stated otherwise in the Order Form, a period of 12 months from the Order Date;
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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 Date” means the date on which the Order Form takes effect, as set out in the Order Form;
“Order Form” means an order form signed by the Parties which sets out the Customer’s order for the Services;
“Parties” means both Purlos and the Customer and “Party” means any of Purlos and the Customer;
“Platform” means Purlos’ software messaging platform via which the Customer can support prospective students and students of the Customer with admissions-related queries, as more particularly described on our website at https://purlos.com;
“Price” means the price of the Services, including any Set-up Fees, as set out in the Order Form;
“Purlos” means My Digital College Ltd a company incorporated in England and Wales (company number 11287890), whose registered office is at 20-22 Wenlock Road, London, England, N1 7GU and “we”, “our” and “us” will be construed accordingly;
“Renewal Period” means each successive 12 month period following the Initial Term;
“Service Data” means any anonymised and/or aggregated data (for example analytical and performance data) generated by or obtained through Users and the Customer and our provision of the Services, but excluding any of your Confidential Information or any User Personal Data;
“Services” means the services provided by us to you, including provision of the Platform, as described in the Order Form;
“Set-up Fees” means any set-up fees payable by you to us as set out in the Order Form;
“Term” means the Initial Term and any Renewal Terms;
“Terms” means these terms and conditions and any documents, policies, or terms incorporated by reference, as amended from time to time;
“Third Party Services” has the meaning given in clause 5.1(g);
“Users” means the Customer’s students, prospective students and nominated administrative user(s);
“User Personal Data” means the Personal Data described in the table at clause 6.9;
“GDPR” means the UK GDPR (as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and, where applicable to the Services, the EU General Data Protection Regulation (EU/2016/679); and
“WhatsApp” the platform operated by Facebook Inc. and/or its affiliates (or their successors or licensees).