PLEASE READ CAREFULLY BEFORE ORDERING AND/OR USING THE SERVICES FROM THIS WEBSITE
This Licence set out the terms under which Services are sold and provided by the Licensor/Us to the Licensee/You through this website, yardstick.co.uk (“Our Site”). Please read the Licence carefully and ensure that you understand them before ordering and/or using any Services from Our Site.
We license use of the Services, Web App and Documents to you on the basis of this Licence. We do not sell the Web App or Documents to you. We remain the owners of the Web App and Documents at all times.
By using the Web App and Documents provided by Our Site or ordering the Services you agree to this Licence which will bind you and your employees. If you do not agree to comply with and be bound by this Licence, you will not be able to order Services through Our Site or use the Web App and Documents. This Licence, as well as any and all Contracts are in the English language only.
1. Definitions and Interpretation
In this Licence, unless the context otherwise requires, the following expressions have the following meanings:
“Account” means an account required to access and use the Web App, as detailed in Clause 6;
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the United Kingdom;
“Contract” means a contract for the purchase and sale of Services, as explained in Clause 16;
“Data Protection Legislation” means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR;
“Documents” means all online or electronic documents provided by Our Site;
“Order” means your order for the Services;
“Order Confirmation” means Our acceptance and confirmation of your Order;
“Order Number” means the reference number for your Order;
“Services” means the services which are to be provided by Us to you in the provision of the Web App;
“Subscription Confirmation” means Our acceptance and confirmation of your Order;
“Subscription” means a subscription to the Services and to access the Web App, purchased in accordance with this Licence;
“User Content” means sustainability data created and/or uploaded by You in or to the Web App;
“Licensee/You/Your” means the client ordering the Services;
“Licensor/We/Us/Our” means Digital Rockpool, a company registered in England under 08325986, whose registered address is Overleat House, Water Lane, St Agnes, Cornwall TR5 0QZ and whose main trading address is Overleat House, Water Lane, St Agnes, Cornwall TR5 0QZ; and
“Web App” the website hosted computer software “Yardstick” made available to You as part of the Services and the associated media.
2. Information About Us
Our Site is owned and operated by Digital Rockpool, a limited company registered in England under 08325986, whose registered address is at Overleat House, Water Lane, St Agnes, Cornwall, TR5 0QZ and whose main trading address is Overleat House, Water Lane, St Agnes, Cornwall TR5 0QZ.
3. Grant and Scope of Licence
In consideration of payment by You of the costs for the agreed Services and You agreeing to abide by the terms of this Licence, We hereby grant to You a non-exclusive, non-transferable licence to use the Services, Web App and the Documents on the terms of this Licence.
Except as expressly set out in this Licence or as permitted by any local law, You undertake:
- not to copy the Web App or Documents except where such copying is incidental to normal use of the Services, or where it is necessary for the purpose of back-up or operational security;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Web App or Documents;
- not to make alterations to, or modifications of, the whole or any part of the Web App, nor permit the Web App or any part of it to be combined with, or become incorporated in, any other programs;
- not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Web App nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Web App with another software program, and provided that the information obtained by You during such activities:
- is used only for the purpose of achieving inter-operability of the Web App with another software program; and
- is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- is not used to create any software which is substantially similar to the Web App and/or Services;
- not to provide or otherwise make available the Web App in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from Us; and
- to comply with all applicable technology control or export laws and regulations.
5. Access to and Use of Our Site and the Web App
- Access to Our Site is free of charge.
- Access to the Web App requires a Subscription. Upon purchasing a Subscription, the Web App will be available to You for the duration of that Subscription and any and all subsequent renewals.
- We may from time to time make changes to the Web App:
- minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue. We will inform You by email and dashboard notifications of any such changes (including, if applicable, anything that you need to do), however they will be unlikely to materially affect Your use of the Web App;
- minor changes may be made to reflect changes in the law or other regulatory requirements. We will inform You by email and dashboard notifications of any such changes (including, if applicable, anything that you need to do), however they will be unlikely to materially affect Your use of the Web App; and
- we will continue to develop and improve the Web App over time, in some cases making significant changes to it.
- We will aim to ensure that the Web App is available at all times. In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under clause 5.3. and there may be occasions when internet connectivity is unavailable.
- It is Your responsibility to make any and all arrangements necessary in order to access Our Site.
- Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to You in any way if Our Site (or any part of it) is unavailable at any time and for any period.
- Use of Our Site is subject to these terms and conditions and any other general terms and conditions and policies that are referenced there as are in place or updated from time to time.
- If you have been referred to us by an agent or partner organisation of ours that is providing consultancy services to you then you expressly consent to that agent or partner organisation having access to the Web App and all the data inputted by you and generated by the Web App as part of the Services in order that such agent or partner organisation may fulfil its obligations to you under separate consultancy arrangements with you. We exclude all liability in relation to the acts or omissions of such third party agent or partner organisation and it is your responsibility to review carefully the terms of your agreement with such third party organisation and in particular the rights granted to them and the restrictions imposed on them in relation to the use your data and Web App.
- An Account is required to use the Web App.
- You may not create an Account if You are under 16 years of age. If You are under 16 years of age and wish to use the Web App, Your parent or guardian should create the Account for You and You must only use the Account with their supervision.
- When creating an Account, the information You provide must be accurate and complete. If any of Your information changes at a later date, it is Your responsibility to ensure that Your Account is kept up-to-date.
- We require that You choose a strong password for Your Account, consisting of at least seven characters long including upper and lower case letters, numbers and symbols like !”@$%*. It is your responsibility to keep your password safe. If You believe your Account is being used without Your permission, please contact Us immediately. We will not be liable for any unauthorised use of Your Account.
- You must not use anyone else’s Account.
- Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the Data Protection Legislation, as set out in clause 25.
- If you wish to close and delete your Account, you may do so at any time by contacting Us directly at the following details: [email protected] and provide Us with Your name, address, email address, telephone number, and Order Number.
- Closing your Account will result in the removal of your personal information from Our system. If you have an active Subscription, your Account will remain active for the duration of the remainder of the Subscription period you are currently in. Closing your Account will cancel the auto-renewal of your Subscription, where applicable. Closing your Account will also anonymise any User Content that you have created or uploaded from Our system.
7. Services, Pricing and Availability
- We make all reasonable efforts to ensure that all general descriptions of the Services available from Us correspond to the actual services that will be provided to You. There may, however, be minor variations to descriptions from time to time.
- Where appropriate, You may be required to select your required Subscription. Different types of Subscription provide access to different features in the Web App. Please ensure that you select the appropriate Subscription when prompted.
- We neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming your Order. Availability indications are not provided on Our Site.
- We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. All pricing information is reviewed and updated every 6 months. Changes in price will not affect any Order that you have already placed, but changes in price will affect the renewal price of Your Subscription (please note clause 7.7 regarding VAT, however).
- In the unlikely event that We have shown incorrect pricing information, We will contact You in writing before proceeding with Your Order to inform You of the mistake and to ask You how you wish to proceed. We will give You the option to purchase the Services at the correct price or to cancel your Order (or the affected part thereof). We will not proceed with processing Your Order until You respond. If We do not receive a response from You within 10 Business Days, We will treat Your Order as cancelled and notify You of the same in writing.
- In the event that the price of Services You have ordered changes between Your Order being placed and Us processing that Order and taking payment, You will be charged the price shown on Our Site at the time of placing Your Order.
- Each party to this Licence is exclusively responsible for VAT payable.
8. Business Customers
- This Licence applies to business customers only. This Licence does not apply to individual consumers purchasing Services for personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession).
- This Licence, together with any other terms and, where applicable, Data Processing Agreements referenced herein that are applicable to the Services ordered, constitute the entire agreement between Us and You with respect to Your purchase of Services from Us.You acknowledge that You have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out or otherwise referred to in this Licence and that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
9. Links to the Web App
- You may link to the Web App hosted provided that:
- you do so in a fair and legal manner;
- you do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
- you do not use any of Our logos or trade marks (or any others displayed on the Web App) without Our express written permission; and
- you do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
- You may not link to the Web App from any other website the content of which contains material that:
- is sexually explicit;
- is obscene, deliberately offensive, hateful or otherwise inflammatory;
- promotes violence;
- promotes or assists in any form of unlawful activity;
- discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
- is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
- is calculated or is otherwise likely to deceive another person;
- is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;
- misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this clause 9.2);
- implies any form of affiliation with Us where none exists;
- infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents and database rights) of any other party; or
- is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
10. Links to Other Content
We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume or accept responsibility or liability for such third- party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.
11. User Content
- You agree that You will be solely responsible for any and all User Content that You create or upload using the Web App. Specifically, You agree, represent and warrant that You have the right to create or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 13.
- You agree that You will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by You under clause 11.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.
- Ownership of Your User Content and all intellectual property rights subsisting therein will be transferred to Us when uploaded using the Web App.
- If You wish to remove User Content from Our Site, the User Content in question will be anonymised by removing your username and property name. Please note, however, that caching or references to your User Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).
- We may reject, reclassify, or remove any User Content created or uploaded using the Web App where that User Content, in Our sole opinion, violates Our Acceptable Usage Policy, or if We receive a complaint from a third party and determine that the User Content in question should be removed as a result.
12. Intellectual Property Rights and User Content
- All User Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licenced by the relevant licensee. All User Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
- Licensees may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon, another licensee’s User Content without first obtaining the express consent of the Licensee to whom the User Content in question belongs.
- We take technical measures to limit and/or restrict the ability of licensees to unlawfully copy User Content created using the Web App. Despite such measures, We do not make any representation or warranty that Your User Content will not be unlawfully copied without your permission.
13. Acceptable Usage Policy
- You may only use the Web App in a manner that is lawful and that complies with the provisions of this Clause 13. Specifically:
- you must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
- you must not use the Web App in any way, or for any purpose, that is unlawful or fraudulent;
- you must not use the Web App to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
- you must not use the Web App in any way, or for any purpose, that is intended to harm any person or persons in any way.
- The following types of User Content are not permitted on the Web App and you must not create, submit, communicate or otherwise do anything that:
- is sexually explicit;
- is obscene, deliberately offensive, hateful, or otherwise inflammatory;
- promotes violence;
- promotes or assists in any form of unlawful activity;
- discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
- is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
- is calculated or otherwise likely to deceive;
- is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
- misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this clause 13.2);
- implies any form of affiliation with Us where none exists;
- infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade-marks and database rights) of any other party; or
- is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
- We reserve the right to suspend or terminate your Account and/or your access to the Web App if you materially breach the provisions of this Clause 13 or any of the other provisions of these terms and conditions. Specifically, We may take one or more of the following actions:
- suspend, whether temporarily or permanently, Your Account and/or Your right to access the Web App (for more details regarding such cancellation, please refer to clause 21);
- remove any of your User Content which violates this Acceptable Usage Policy;
- issue you with a written warning;
- take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
- take further legal action against you as appropriate;
- Disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
- any other actions which We deem reasonably appropriate (and lawful).
- We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.
- We may feature advertising within the Web App and We reserve the right to display advertising on the same page as any User Content.
- You agree that You will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
- We are not responsible for the content of any advertising in the Web App. We will not be responsible for any advertising in the Web App including, but not limited to, any errors, inaccuracies, or omissions.
15. Problems with the Web App and Consumers’ Legal Rights
- If you have any questions or complaints regarding the Web App, please email Us at [email protected] or by using any of the methods provided on Our contact page at yardstick.co.uk/contact-us.
- If you are a consumer, you have certain legal rights under the Consumer Rights Act 2015 that may apply to the Web App:
- Any digital content provided by Us must be as described, fit for purpose, and of satisfactory quality. If digital content is faulty, you may be entitled to a repair or replacement. If a fault cannot be remedied, or has not been remedied within a reasonable time and without significant inconvenience to you, you may be entitled to a full or partial refund. If, as a result of Our failure to exercise reasonable care and skill, any digital content of which the Web App is comprised (that is not User Content) damages your device or other digital content belonging to you, you may be entitled to a repair or compensation.
- Any services provided by Us must be provided with reasonable care and skill and in compliance with information provided by Us. If We fail to do so, you may be entitled to require Us to repeat or otherwise fix the problem or, if We cannot provide such a remedy, a full or partial refund.
- For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.
16. Orders – How Contracts Are Formed
- Our Site will guide you through the ordering process. Before submitting your Order to Us, please review your Order and amend any errors. Please ensure that You have checked your Order carefully before submitting it.
- No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of Your Order does not mean that We have accepted it. Our acceptance is indicated by Us sending You an Order Confirmation by email. Only once We have sent you an Order Confirmation will there be a legally binding contract between Us and you (“the Contract”).
- Order Confirmations shall contain the following information:
- your Order Number;
- confirmation of the Services ordered including full details of the main characteristics of those Services; and
- fully itemised pricing for the Services ordered including, where appropriate, taxes and other additional charges;
- If We, for any reason, do not accept or cannot fulfil Your Order, no payment shall be taken under normal circumstances. If We have taken payment, any such sums will be refunded to You as soon as possible and in any event within 30 Business Days.
- You may change Your Order at any time before We begin providing the Services by contacting Us via email at [email protected].
- If You change Your Order, We will confirm all agreed changes in writing.
- We may cancel Your Order at any time before We begin providing the Services in the following circumstances:
- the required personnel and/or required materials necessary for the provision of the Services are not available; or
- an event outside of Our control continues for more than 5 Business Days (please refer to Clause 27 for events outside of Our control).
- If We cancel Your Order under clause 16.7 and We have taken payment any such sums will be refunded to You as soon as possible and in any event within 30 Business Days. If We cancel Your Order, You will be informed by email and the cancellation will be confirmed in writing by email.
- Any refunds due under this Clause 16 will be made using the same payment method that You used when ordering the Services.
- Payment for the Services and the Web App is required prior to being able to access the Web App as a user. An invoice will be provided showing price as part of the Order Confirmation. Your chosen payment method will be charged as indicated.
- All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).
- We accept the following methods of payment on Our Site:
- PayPal; and
- Stripe Credit Card;
18. Provision of the Services
- We will provide the Services with reasonable skill and care. We will begin providing the Services on the date agreed when You make your Order (which We shall confirm in the Order Confirmation).
- We will continue providing the Services for the length of time You have a valid Subscription.
- We will make every reasonable effort to provide the Services in a timely manner and to complete them on time. We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please refer to Clause 27 for events outside of Our control.
- Any and all personal data processed by Us (as a data processor) on Your behalf (as a data controller) in the course of providing the Services shall be processed in accordance with the terms of a separate Data Processing Agreement between Us and You, as per the requirements of the Data Protection Legislation.
- If We require any information or action from You in order to provide the Services, We will inform You of this as soon as is reasonably possible. Depending upon the nature of the Services you have ordered, We may require information or action such as sustainability impact assessment data and any other relevant data reasonably needed for Us to provide the Services.
- If the information you provide or the action You take under clause 18.5 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a problem arising as a result of delayed, incomplete or otherwise incorrect information or action that you have provided or taken, We may charge you a reasonable additional sum for that work.
- In certain circumstances, for example where there is a delay in You sending Us information or taking action required under clause 18.5, We may suspend the Services (and will inform You of that suspension by email).
- In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt the Services to resolve the issue. Unless the issue is an emergency that requires immediate action We will inform you in advance by email before suspending or interrupting the Services.
- If the Services are suspended or interrupted under clauses 18.7, or 18.8 You will not be required to pay for them during the period of suspension. You must, however, pay any sums that may already be due by the appropriate due date(s).
- If You do not pay Us for the Services as required by Clause 17, We may suspend the Services until You have paid any and all outstanding sums due. If this happens, We will inform you by email. This does not affect Our right to charge You interest and compensation on any overdue sums under clause 17.4 and 17.6.
- We always use reasonable endeavours to ensure that Our Services are trouble-free. If, however, there is a problem with the Services please contact Us as soon as is reasonable possible via email.
- We will use reasonable endeavours to remedy problems with the Services as quickly as is reasonably possible and practical.
- We will not charge You for remedying problems under this clause 18 where the problems have been caused by Us, any of Our agents or sub-contractors, or where nobody is at fault. If We determine that a problem has been caused by You, including your provision of incorrect or incomplete information or taking of incorrect action, clause 10.6 will apply and We may charge You for the remedial work.
19. Cancelling the Services
- Cancellation of Contracts shall be subject to a minimum contract duration of one year and minimum notice period of 30 days before renewal of the subscription which shall automatically renew on each anniversary if notice of termination is not given.
- If You wish to cancel under this Clause 19, You may inform Us of Your cancellation by contacting Us directly at the following details: [email protected] and provide Us with Your name, address, email address, telephone number, and Order Number.
- We may ask You why You have chosen to cancel and may use any answers You provide to improve Our services in the future, however please note that You are under no obligation to provide any details if You do not wish to.
20. Ending the Contract Because of Something We Have Done (or Will Do)
- You may end the Contract immediately at any time by giving Us written notice in the following circumstances:
- we breach the Contract in a material way and fail to remedy the breach within 30 Business Days of you asking Us to do so in writing;
- we go into liquidation or have a receiver or administrator appointed over Our assets;
- we change this Licence to Your material disadvantage; or
- we are adversely affected by an event outside of Our control that continues for more than 30 Business Days (as under clause 20.2.5).
- If You wish to cancel under this Clause 20, You may inform Us of Your cancellation by contacting Us directly at the following details: [email protected] and provide Us with your name, address, email address, telephone number, and Order Number.
- We may ask You why You have chosen to cancel and may use any answers You provide to improve Our services in the future, however please note that You are under no obligation to provide any details if you do not wish to.
21. Our Rights to Cancel
- Once We have begun providing the Services, We may cancel the Contract at any time and will give You at least 30 Business Days written notice of such cancellation. You will only be required to pay for Services that You have received. Such sums will be deducted from any refund due to You or, if no refund is due, We will invoice you for the relevant sums.
- We may cancel the Contract after We have begun providing the Services due to an Event outside of Our control that continues for more than 30 Business Days (as under clause 27.2.4), or due to the non-availability of required personnel and/or required materials necessary for the provision of the Services. In such cases, no payment will be due from You and if You have already made any payment to Us, such sums will be refunded to You.
- We may cancel immediately by giving You written notice in the following circumstances and no refund will be given:
- you fail to make a payment by the due date as set out in clause 9. This does not affect Our right to charge You interest on any overdue sums and compensation as set out in clause 9.4 and 9.6; or
- you breach the contract in a material way and fail to remedy the breach within 30 Business Days of Us asking You to do so in writing.
- No part of the Services or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only. Professional or specialist advice should always be sought before taking any action relating to sustainability impact monitoring.
- Insofar as is permitted by law, We make no representation, warranty, or guarantee that the Services will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
- We make reasonable efforts to ensure that the content contained within the Web App is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that the Web App (and the content therein) is complete, accurate or up-to-date.
- We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User Content created or uploaded using the Web App. Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
23. Viruses, Malware and Security
- We exercise all reasonable skill and care to ensure that the Web App is secure and free from viruses and other malware. We do not, however, guarantee that the Web App is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in clause 23.6.
- You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
- You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via the Web App.
- You must not attempt to gain unauthorised access to any part of Our Web App, the server on which the Web App is stored, or any other server, computer, or database connected to the Web App.
- You must not attach the Web App by means of a denial of service attack, a distributed denial of service attack, or by any other means.
- By breaching the provisions of clauses 23.3 to 23.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use the Web App will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.
24. Privacy and Cookies
The Use of the Web App is also governed by Our Privacy and Cookie Policies, available from yardstick.co.uk/privacy-policy and yardstick.co.uk/cookie-policy. These policies are incorporated into this Licence by this reference.
25. Data Protection
- All personal information that We may collect (including, but not limited to, your name and contact details) will be collected, used, and held in accordance with the provisions of the Data Protection Legislation and your rights and Our obligations under that Act.
- We may use your personal information to:
- reply to any communications that you send to Us; and
- send you important notices, as detailed in Clause 28;
- We will not pass your personal information on to any third parties without first obtaining your express permission to do so.
26. Our Liability
- You acknowledge that the Web App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Web App as described in the Documents meet your requirements.
- You agree not to use the Web App or Documents for any re-sale purposes.
- Subject to clause 26.5, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
- any loss of profit;
- loss of business;
- loss of sales;
- loss of revenue;
- interruption to business;
- for any loss of business opportunity, goodwill or reputation;
- loss of anticipated savings;
- loss or corruption of data or information; or
- for any indirect or consequential loss arising out of or in connection with any contract between You and Us.
- Subject to clause 26.5, Our total liability to you for all other losses arising out of or in connection with any contract between You and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be either £20 or 100% of the total sums paid by You under the contract in question, whichever is the greater sum.
- Nothing in this Licence seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
- This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Web App and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Us. Any condition, warranty, representation or other term concerning the supply of the Web App and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
27. Events Outside of Our Control (Force Majeure)
- We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
- If any event described under this clause 27 occurs that is likely to adversely affect Our performance of any of Our obligations under this Licence:
- we will inform you as soon as is reasonably possible;
- our obligations under this Licence (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
- we will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
- if the event outside of Our control continues for more than 30 Business Days We may cancel the Contract and inform You of the cancellation. Any refunds due to You as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after the date on which We inform You of the cancellation;
- if an event outside of Our control occurs and continues for more than 30 Business Days and You wish to cancel the Contract as a result, you may contact Us directly to cancel at the following details: [email protected] and provide Us with your name, address, email address, telephone number, and Order Number. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after the date on which You inform Us that You wish to cancel.
28. Communication and Contact Details
- If you wish to contact Us with general questions, you may contact Us by email at [email protected].
- If you wish to contact Us with complaints, you may contact Us by email at [email protected].
- For matters relating to Our Services or your Order, please contact Us by email at [email protected].
- For matters relating to cancellations, please contact Us by email at [email protected].
29. Complaints and Feedback
- We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that Your experience as a customer of Ours is a positive one, We nevertheless want to hear from You if You have any cause for complaint.
- All complaints are handled in accordance with Our complaints handling policy and procedure, available from yardstick.co.uk/complaints-handling-procedure and yardstick.co.uk/complaints-policy respectively.
- If you wish to give Us feedback about any aspect of your dealings with Us, please contact Us in one of the following ways:
30. Other Important Terms
- We may transfer (assign) Our obligations and rights under this Licence (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing. Your rights under this Licence will not be affected and Our obligations under this Licence will be transferred to the third party who will remain bound by them.
- You may not transfer (assign) Your obligations and rights under this Licence (and under the Contract, as applicable) without Our express written permission.
- The Licence is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of this Licence
- If any of the provisions of this Licence are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of this Licence. The remainder of this Licence shall be valid and enforceable.
- No failure or delay by Us in exercising any of Our rights under this Licence means that We have waived that right, and no waiver by Us of a breach of any provision of this Licence means that We will waive any subsequent breach of the same or any other provision.
- We may revise this Licence from time to time in response to changes in relevant laws and other regulatory requirements. If We change this Licence at any time, We will give you at least 30 Business Days written notice of the changes before they come into effect. If you wish to cancel the Contract as a result, please refer to clause 12.1.3.
31. Law and Jurisdiction
- This Licence, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
- Any disputes concerning this Licence, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.