1. Definitions

1.1 The following words used in these Subscription Terms have the meanings below:

1.1.1 ‘Customer Data’ means the data inputted by the Customer (or on behalf of the Customer), for the purpose of using Staffbooks or facilitating the Customer's use of Staffbooks.

1.1.2 ‘Customer Users’ means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use Staffbooks.

1.1.3 ‘Customer’ means the party signing up to Staffbooks and paying the Fees.

1.1.4 'Deliverables’ means the Software and Hardware (if any) supplied by Us to the Customer.

1.1.5 ‘Fees’ means the fees payable by the Customer to Us for the Deliverables.

1.1.6 ‘Free Trial’ means one initial 14 day period of use of the Software at one Site without being subject to any Fees.

1.1.7 ‘Hardware’ means the hardware supplied by Us (if any) to form part of the Deliverables.

1.1.8 ‘Inappropriate Content’ means content listed in clause 3.4.

1.1.9 ‘Party’ means Us or the Customer.

1.1.10 ‘Site’ means each individual address set up on Staffbooks after purchase under the Customer’s subscription.

1.1.11 ‘Software’ means the software applications provided by Us as part of Staffbooks.

1.1.12 ‘Staffbooks’ means the Deliverables to be provided by Us to the Customer under the Customer’s paid subscription.

1.1.13 ‘Start Date’ means the date the paid subscription begins under these Terms.

1.1.14 ‘Subscription Term’ means the period of the term for the Customer’s subscription to the Deliverables (other than the Hardware) from the Start Date.

1.1.15 ‘Terms’ means the terms and conditions set out in this document.

1.1.16 ‘Virus’ means any thing or device (including, without limitation, any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including, without limitation, the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including, without limitation, worms, trojan horses, viruses and other similar things or devices.

1.1.17 ‘We, Us, Our’ means ADVERTICO LIMITED, company number 08458560, with its registered address at 19-21 Hatchett Street, Hockley, Birmingham, West Midlands, England, B19 3NX.

2. The Deliverables

2.1 We will provide the Deliverables to the Customer under these Terms subject to the payment of the Fees by the Customer for the current Subscription Term.

2.2 We will provide the Software to the Customer under these Terms under a Free Trial.

2.3 We will provide the Deliverables materially in accordance with the key features as set out on the Staffbooks website on the Start Date. We reserve the right to make amendments to the functionality and some key features of Staffbooks from time to time. Whilst primarily We will be seeking to extend the functionality of Staffbooks, the Customer acknowledges that some aspects of Staffbooks may be reduced or removed by Us.

2.4 We will be entitled to correct any typographical, clerical or similar error or omission in any sales literature, quotation, invoice, our website or other document without any liability.

3. Use of Staffbooks

3.1 Subject to these Terms, We grant to the Customer a non-exclusive, non-transferable right to use Staffbooks solely for the Customer's internal operations for the number of Sites under the Customer’s current subscription.

3.2 The Customer will comply with any relevant terms relating to Staffbooks as applied by Our third party hosting service provider.

3.3 The Customer will procure that each Customer User will keep a secure password for their use of Staffbooks.

3.4 The Customer will not (and will procure that Customer Users will not) access, store, distribute or transmit in the course of its use of Staffbooks any material that:

3.4.1 contains Viruses;

3.4.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

3.4.3 is in breach of third party intellectual property rights;

3.4.4 facilitates illegal activity;

3.4.5 depicts sexually explicit images;

3.4.6 promotes unlawful violence;

3.4.7 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

3.4.8 in a manner that is otherwise illegal or causes damage or injury to any person or property; or

3.4.9 may be in breach of the applicable terms of our third party hosting service provider’s terms

(together ‘Inappropriate Content’)

3.5 We reserve the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's (and any of the Customer Users’) access to any material that breaches the provisions of clause 3.4. We may remove (or require the removal of) content from Staffbooks where it reasonably suspects it may be Inappropriate Content or as required by law.

3.6 The Customer will indemnify and keep indemnified Us against all claims, liabilities and expenses arising out of any claim against Us arising out of:

3.6.1. Inappropriate Content stored under Staffbooks by the Customer or Customer Users; or

3.6.2. any breach of clause 3.4.

3.7 The Customer will not (and will procure that Customer Users will not):

3.7.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties:

3.7.2 and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

3.7.3 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

3.7.4 access all or any part of Staffbooks in order to build a product or service which competes with Our Staffbooks; or

3.7.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Staffbooks available to any third party except the Customer Users; or

3.7.6 attempt to obtain, or assist third parties in obtaining, access to Staffbooks, other than as provided under this clause 3.7.

3.8 The Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, Staffbooks and, in the event of any such unauthorised access or use, promptly notify Us.

3.9 The Customer acknowledges that the Deliverables may require updates to Software (including Software installed on the Hardware). Accordingly, the Customer will permit and not disable any auto-updates to the Software as required by Us.

3.10 The rights provided under this clause 3 are granted to the Customer only and will not be considered granted to any subsidiary or holding company of the Customer.

4. Availability

4.1 We will use commercially reasonable endeavours to make Staffbooks available 24 hours a day, seven days a week, except for maintenance which will normally be carried out in such a way that seeks to minimise disruption to Customer Users.

4.2 The Customer recognises that hosting provided as part of Staffbooks is provided by Us through its cloud hosting provider.

4.3 While We will endeavour to have the Deliverables available, We:

4.3.1 do not warrant that the Deliverables (or the content on it or the Customer Data) will be always available or uninterrupted or error-free; or that the Deliverables, and/or the information obtained by the Customer through the Deliverables will meet the Customer’s requirements; and

4.3.2 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, without limitation, the internet, and the Customer acknowledges that the Deliverables may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5. Hardware

5.1 We will supply the Hardware (if required) to the Customer.

5.2 Risk and title in the Hardware transfers to the Customer on delivery. The Customer will use the Hardware following the manufacturer’s instructions and will adopt any necessary settings as notified by Us. To the extent that the manufacturer of the Hardware gives warranties to the Customer, and We are able to do so, We allow the Customer to benefit from such warranties directly from the manufacturer.

5.3 If the Hardware fails during the Subscription Term, the Customer should contact Us initially and We will issue the Customer with a working replacement of a similar functionality for use of the Software within a reasonable period following notification by the Customer.

5.4 In the event that the Hardware is lost, stolen or damaged, We will not replace the Hardware and retain the right to charge the Customer for any such replacements.

6. Third Party Software

6.1 The Customer may require use of third party software in relation to some aspects of the use of the Deliverables. This may include operating systems on devices such as iOS or Android operating systems or specific software such as AnyDesk. Use of such third party software is subject to the relevant third party licence terms which will apply to the Customer and We give no warranties in respect of such third party software.

7. Data

7.1 The Customer will own all right, title and interest in and to all of the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

7.2 We will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

7.3 If We process any personal data contained within the Customer Data on the Customer's behalf when performing its obligations under these Terms, the Parties record their intention that the Customer will be the data controller and We will be a data processor and in any such case We (the ‘Processor’) will comply at all times with the General Data Processing Regulations in relation to any processing of personal data as a data processor on behalf of the Customer (the ‘Controller’).

7.4 Where the Processor is processing personal data on behalf of the Controller, the Processor will:

7.4.1 ensure that people processing the data are subject to a duty of confidence;

7.4.2 take appropriate measures to ensure the security of processing;

7.4.3 only engage a sub-processor with the prior consent of the data controller and a written contract;

7.4.4 allow data subjects to exercise their rights under the GDPR;

7.4.5 assist the Controller in meeting its GDPR obligations in connection with the personal data in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;

7.4.6 delete or return all personal data to the Controller as requested at the end of the contract (except for backups and archives kept and with access restricted in accordance with standard industry practice); and

7.4.7 provide the Controller with whatever information it needs to ensure that both the Processor and the Controller are meeting their obligations under Article 28 of the GDPR, and tell the Controller immediately if it is asked to do something infringing the GDPR or other data protection law of the UK.

7.5 The Customer:

7.5.1 acknowledges and agrees that although personal data will normally be processed only within the UK, to ensure reasonable performance of Staffbooks, the personal data may be transferred or stored outside the UK or the country where the Customer and the Customer Users are located in order to carry out the Deliverables and Our other obligations under these Terms.

7.5.2 will ensure that the Customer is entitled to transfer the relevant personal data to Us so that We may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer's behalf;

7.5.3 the Customer will ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.

7.6 Nothing within these Terms relieves the Processor of its own direct responsibilities and liabilities under the GDPR.

8. Customer's Obligations

8.1 The Customer will provide Us with access to Customer Data, security access information and configuration information as reasonably required for Us to provide the Deliverables.

8.2 The Customer shall:

8.2.1 comply with all applicable laws and regulations with respect to its activities under these Terms;

8.2.2 carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, We may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.2.3 ensure that the Customer Users use Staffbooks in accordance with these Terms and will be responsible for any Customer Users’ breaches of these Terms;

8.2.4 obtain and will maintain all necessary licences, consents, and permissions necessary for Us, Our contractors and agents to perform their obligations under these Terms, including without limitation Staffbooks;

8.2.5 ensure that its network and systems and those of its Customers, comply with the relevant specifications provided by Us from time to time.

8.3 The Customer accessing the Software, will be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

9. Charges and Payment

9.1 The Customer will pay the Fees to Us for the Deliverables in accordance with this clause 9.

9.2 When the Customer pays the Fees, they will provide Us with debit or credit card details. The Customer will keep these details up to date and complete and will ensure that We have details of a valid debit or credit card at all times.

9.3 The Customer authorises Us to bill this credit card for the Fees on renewal of the Customer’s current Subscription Term. If the Customer does not want their current Subscription Term to be renewed (and the Fees paid), they must terminate these Terms with Us. The Customer acknowledges that the Subscription Term automatically renews unless terminated.

9.4 If We do not receive payment within 7 days after the renewal date, and without prejudice to Our other rights and remedies, We may, without liability to the Customer, disable their password, account and access to the Services and We will be under no obligation to provide any or all of the Services while the Fees for renewal remain unpaid.

9.5 All amounts and fees stated or referred to in these Terms:

9.5.1 will be payable in pounds sterling;

9.5.2 are non-cancellable and non-refundable; and

9.5.3 are exclusive of value added tax, which will be added at the appropriate rate.

9.6 We will be entitled to increase the Fees provided We give at least 30 days written notice of such increase to become effective on renewal of Staffbooks. If the Customer does not agree with such change, it has the right to terminate these Terms based on 15 days prior written notice. For the avoidance of doubt, We may increase the Fees at any time and the new Fees will come into force if the Customer has not terminated these Terms under this clause 9.6. Any further increase in the Fees will respect this increase procedure.

10. Proprietary Rights

10.1 The Customer acknowledges and agrees that We and/or Our licensors own all intellectual property rights in Staffbooks. Except as expressly stated, these Terms do not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of Staffbooks.

11. Term and Termination

11.1 These Terms will commence upon the signature of both Parties and will continue until unless terminated by either Party in accordance with clause 11.2.

11.2 Either Party may terminate these Terms in writing as follows:

11.2.1 on at least one month’s written notice to the other Party where such notice will expire at the end of the current Subscription Term;

11.2.2 forthwith if the other Party commits a material breach of these Terms which has not been remedied after 28 days written notice of the breach (such notice expressly referring to possible termination of these Terms);

11.2.3 forthwith if the other Party enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction), or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the other Party's undertaking or assets or there are reasonable grounds for anticipating the occurrence of any of these events within the foreseeable future.

11.2.4 by the Customer on 15 days written notice in accordance with clause 9.6.

11.3 Termination of these Terms, however arising, will be without prejudice to the rights and duties of either Party accrued prior to termination. Those clauses in these Terms which are expressly or impliedly intended to continue after termination will continue in effect after termination.

12. Liability

12.1 Notwithstanding any other provisions in these Terms, nothing in these Terms will exclude or limit either Party’s liability for the following:

12.1.1 death or personal injury resulting from negligence;

12.1.2 fraud or statements made fraudulently;

12.1.3 any other acts or omissions for which the governing law prohibits the exclusion or limitation of liability.

12.2 Subject to the limitations set out in clause 12.4, Our liability for a breach of these Terms or negligence or any other claim in connection with these Terms will include liability for total failure of consideration given by Us.

12.3 Save as provided in clauses 12.1 and 12.2, We will not be liable for any loss of profit, loss of business, loss of goodwill, loss of savings, loss of anticipated savings, indirect loss or consequential loss whatsoever and howsoever caused (even if caused by Our negligence and/or breach of contract and even if We were advised that such loss would probably result).

12.4 Subject to clauses 12.1 and 12.2, Our total liability for any claims, losses, damages or expenses whatsoever and howsoever caused (even if caused by Our negligence and/or breach of contract) will be limited for each event or series of linked events as follows:

12.4.1 in relation to liability arising out of a breach or negligence in connection with these Terms to a maximum sum equal to the greater of 100% of the Fees (including applicable VAT) actually paid by the Customer to Us during the last 12 months of these Terms

12.4.2 in relation to liability outside the scope of clause 12.4.1 to the Fees that would be payable in the first 12 months of these Terms.

13. General

13.1 Any failure or delay by either Party in the performance of its obligations pursuant to these Terms which is due to a force majeure event will not be deemed a default of these Terms or a ground for termination provided that the affected Party notifies the other within 5 days of becoming aware of such an event. If the force majeure event continues for a period exceeding 60 days, the affected Party will have the right to terminate to these Terms immediately or written notice to the other Party.

13.2 References to ‘including’ in these Terms in the context of a list or description of items shall be construed as meaning ‘including without limiting the generality of the foregoing’, such that the items following are merely examples of items which are included and/or items which are identified as being included for the avoidance of any doubt as to their inclusion, and such items are not descriptive of the class of items which may be included.

13.3 Any change to these Terms will only be effective where this has been recorded in writing and signed by authorised representatives of both Parties.

13.4 Each Party acknowledges that these Terms contain the whole agreement between the Parties in respect of its subject matter and supersedes all prior arrangements, agreements and understandings between them relating to the subject matter. Any conditions of purchase or similar terms set out in a purchase order by the Customer will be of no effect.

13.5 The Customer will not assign or transfer any of its rights or obligations under these Terms. We will be free to use subcontractors to undertake any part or the whole of these Terms in line with good industry practice.

13.6 Any notice required or permitted to be given by either Party to the other under these Terms will be in writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice.

13.7 The Parties agree that nothing in these Terms will be construed as conferring any benefit on a third party and the Contract (Rights of Third Parties) Act 1999 is expressly excluded from applying to these Terms.

13.8 These Terms are governed by English law and the parties submit to the exclusive jurisdiction of the English courts.