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Terms and Conditions

These terms and conditions are the contract between you and Decode Data Ltd ("us", "we", etc). By visiting or using Our Website, or signing up for our Services, you agree to be bound by them.

We are Decode Data Ltd, a company registered in England and Wales with company number 15503524 and registered office address at 124-128 City Road, London EC1V 2NX.

You are anyone who uses Our Website or buys our Services from us.

Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website and stop using our Services immediately.

These are the agreed terms:

1. Definitions

"Content" means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations.

"Intellectual Property" means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.

"Our Website" means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us. It includes all web pages controlled by us.

"Post" means place on or into Our Website any Content or material of any sort by any means.

"Services" means all of the services available from Our Website or otherwise provided by us, whether free or charged.

2. Interpretation

In this agreement unless the context otherwise requires:

2.1. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.

2.2. a reference to a person includes reference to that person's successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that person.

2.3. in the context of permission, "may not" in connection with an action of yours, means "must not".

2.4. the headings to the paragraphs of this agreement are inserted for convenience only and do not affect the interpretation.

2.5. any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;

2.6. except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person;

2.7. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.

2.8. these terms and conditions apply to all supplies of Services by us. They prevail over any terms proposed by you.

2.9. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

3. Eligibility

3.1 The Services are not intended for use by consumers and the applicability of consumer protection legislation is therefore excluded. You represent and warrant that any information you submit is true and accurate and that you are 18 years of age or older and fully able and competent to enter into and abide by these terms and conditions.

3.2 By signing up on behalf of a business, partnership, company or other organisation, you represent and warrant that you have the authority to bind that business, partnership, company or other organisation.

4. Basis of Contract

4.1. In entering into this contract, you have not relied on any representation or information from any source except the definition and explanation of the Services given on Our Website.

4.2. Subject to these terms and conditions, we agree to provide to you some or all of the Services described on Our Website at the prices displayed on Our Website.

4.3. You acknowledge that you understand exactly what is included in the Services and you are satisfied that the Services are suitable and satisfactory for your requirements.

4.4. So far as we allow use of our Intellectual Property, we grant a licence to you, limited to the terms set out in this agreement.

4.5. Our contract with you and licence to you last for one year from the date of payment or one month from the date of payment, depending on whether you have chosen an annual or a monthly payment plan. Any continuation by us or by you after the date of expiry of that licence (the "Renewal Date") is a new contract under the terms Posted on Our Website at that time.

4.6. The contract between us comes into existence when we receive payment from you for a Service.

4.7. We may change this agreement or the way we provide the Services, at any time. If we do so:

4.7.1 the change will take effect when we Post it on Our Website.

4.7.2 we will give you notice of the change by email. You will be deemed to have accepted the change unless you tell us otherwise within 7 days. If you do not accept the change, we may, at our discretion, either: cancel your subscription with immediate effect and provide a refund for the portion of the Services that have been paid for but not yet used; or continue to provide the Services until your next Renewal Date, in which case our relationship with you will be governed by the most recent version of these terms and conditions which you have accepted.

4.7.3 if you make any payment for Services in the future, you will do so under the terms Posted on Our Website at that time.

5. Your account and personal information

5.1. When you visit Our Website, you accept responsibility for any action done by any person using your name, account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

5.2. You agree that you have provided accurate, up to date, and complete information about yourself. We are not responsible for any error made as a result of such information being inaccurate.

5.3. You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we may terminate your account.

6. The price

6.1. The price payable for the Services will depend on the service plan you have chosen. Our service plans and prices are clearly set out on Our Website.

6.2. You may change the website properties covered by this agreement at any time using the channels described on Our Website. We will update the Services to comply with your request within one week. If you wish to increase the number of website properties for which the Services are provided beyond the maximum number permitted by your current service plan, you must upgrade your service plan. If you upgrade your service plan, the fee payable under paragraph 6.1 will be updated from your next Renewal Date. If you have chosen an annual payment plan and upgrade to a more expensive service plan, you may be charged a supplementary fee. This fee will be calculated pro rata, based on the number of complete months remaining until your next Renewal Date. If you have chosen an annual payment plan, it will not be possible to downgrade to a cheaper service plan until your next Renewal Date.

6.3. Prices are exclusive of any applicable value added tax or other sales tax.

7. Renewal payments

7.1. Your licence to use the Services will renew automatically every year or every month, depending on whether you have chosen an annual or a monthly payment plan, unless your subscription is cancelled by you or by us.

7.2. At any time before the expiry of your subscription, you may use Our Website to change your payment plan or cancel your subscription. Any changes or cancellations will take effect from your next Renewal Date.

8. Privacy and cookies policy

8.1. Our privacy and cookies policy complies fully with the Data Protection Act 2018 and can be found on Our Website.

8.2. Please notify us of any security breach or unauthorised use of your account.

9. Security of Our Website

You now agree that you will not:

9.1. modify, copy, or cause damage or unintended effect to any portion of Our Website, or the software used to provide the Services.

9.2. access, monitor, or copy any Content or information on Our Website using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;

9.3 take any action that imposes, or may impose, in our opinion, an unreasonable or disproportionately large load on our infrastructure;

9.4 "frame", "mirror", sell, resell, rent or lease any portion of the Services or otherwise incorporate any part of the Services into any other website without prior written authorisation;

9.5 link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser.

9.6 Input any virus, malware, or any other harmful code into the Services;

9.7 download any part of Our Website, without our express written consent;

9.8 collect or use any information obtained from or about Our Website, the Content or the Services except as intended by this agreement;

9.9 aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;

9.10 share with a third party any login credentials to Our Website or the Services;

9.11 Despite the above terms, we now grant a licence to you to:

9.11.1 create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or the Services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.

9.11.2 you may copy the text of any page of Our Website for your internal use in connection with the purpose of Our Website or a Service we provide.

10. Intellectual Property

You agree that at all times you will:

10.1. not cause or permit anything which may damage or endanger our title to the Intellectual Property.

10.2. notify us of any suspected infringement of the Intellectual Property;

10.3. indemnify us for any loss or expense arising from your misuse of the Intellectual Property;

10.4. on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by us in writing;

10.5. not use any name or mark similar to or capable of being confused with any name or mark of ours;

10.6. You will not:

10.6.1 access, attempt to access, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software underlying the Service or any part thereof, unless expressly permitted do so by us.

10.6.2 use the Services or the Intellectual Property in any way not anticipated by this agreement;

10.6.3 access or use the Services and the Intellectual Property in order to build a similar or competitive product.

10.6.4 give access to the Services to any other person than you, the licensee in this agreement;

10.6.5 in any way provide any information about the Intellectual Property to any other person

10.7. not use the Intellectual Property in any way that is contrary to the interests of Decode Data Ltd.

11. Third-party websites and Content

11.1 Our Website or the Services may contain links to web pages and Content of third parties as a service to those interested in this information. We do not monitor, endorse, or adopt, or have any control over any third-party web pages or Content. We undertake no responsibility to update or review any such web pages or third-party content and can make no guarantee as to their accuracy or completeness.

12. Termination

This agreement may be terminated:

12.1. by you, as described in paragraph 7.2.

12.2. if you fail to agree to a change in these Terms and Conditions, as described in paragraph 4.7.

12.3. when we terminate it, without notice, on account of your failure to comply with these terms.

12.4. Immediately by either party if a trustee, receiver, administrative receiver, or similar officer is appointed in respect of all or any part of the business or assets of the other party, or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party, or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).

12.5. Any termination of this agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled.

12.6. On termination, your rights to use the Services will cease:

12.6.1 on your next Renewal Date if termination occurs under paragraph 12.1;

12.6.2 as described in paragraph 4.7 if termination occurs under paragraph 12.2;

12.6.3 immediately if termination occurs under paragraphs 12.3 or 12.4.

12.7. No refund shall be payable if this agreement is terminated under paragraphs 12.3 or 12.4.

13. Interruption to Services

13.1. If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you.

13.2. You acknowledge that the Services may also be interrupted for many reasons beyond our control.

13.3. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.

14. Disclaimers and limitation of liability

14.1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.

14.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warranty or term cannot be excluded, then this sub-paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.

14.3. Our Website and the Services are provided "as is". We make no representation or warranty that the Services will be:

14.3.1 useful to you;

14.3.2 of satisfactory quality;

14.3.3 fit for a particular purpose;

14.3.4 available or accessible, without interruption, or without error;

14.4. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.

14.5. We shall not be liable to you for any loss or expense arising out of or in connection with your use of Our Website or the Services, which is indirect or consequential loss, or economic loss or other loss of turnover, profits, business or goodwill. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.

14.6. We make no representation or warranty and accept no responsibility in law for:

14.6.1 accuracy of any Content or the impression or effect it gives;

14.6.2 delivery of Content, material or any message;

14.6.3 privacy of any transmission;

14.7. We will do all we can to maintain access to Our Website and the Services, but it may be necessary for us to suspend all or part of the Services for repairs, maintenance or other good reasons. We may do so without telling you first.

14.8. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12-month period for the Services concerned.

14.9. This paragraph (and any other paragraph which excludes or restricts our liability or provides an indemnity to us) applies to our directors, officers, employees, subcontractors, agents and affiliated companies, as well as to us. Any of them may enforce this provision under the Contracts (Rights of Third Parties) Act 1999.

14.10. If you become aware of any breach of any term of this agreement by any person, please notify us by email.

14.11. Nothing in this agreement excludes liability for a party's fraud.

15. You indemnify us

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

15.1. your failure to comply with the law of any country;

15.2. your breach of this agreement;

15.3. any act, neglect or default by any agent, employee, licensee or customer of yours;

15.4. a contractual claim arising from your use of the Services

15.5. a breach of the intellectual property rights of any person; For the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £100.00 per hour without further proof.

16. Dispute resolution

The following terms apply in the event of a dispute between the parties:

16.1. If you are not happy with the Services or have any complaint then you should tell us using the channels described on Our Website.

16.2. We will make our reasonable best effort to resolve your complaint or to settle any dispute.

16.3. If a dispute cannot be settled as set out above, you agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.

17. Miscellaneous matters

17.1. You undertake to provide to us your current land address and e-mail address as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.

17.2. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

17.3. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.

17.4. If you are in breach of any term of this agreement, we may:

17.4.1 terminate your account and refuse access to Our Website and our Services;

17.4.2 issue a claim in any court in England and Wales

17.5. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

17.6. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

17.7. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail. It shall be deemed to have been delivered:

  • if delivered by hand: on the day of delivery;
  • if sent by post to the correct address: within 72 hours of posting;
  • if sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.

17.8. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.

17.9. Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control, including any labour dispute between a party and its employees.

17.10. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

17.11. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in that country.