a) Event Outside Our Control: is defined in clause 8.2;
b) Order: your order for the Services as set out on the Subscription Order Form;
c) Services: the services that we are providing to you as set out in the Subscription Order Form;
d) Terms: the terms and conditions set out in this document; and
e) We/Our/Us: C6 Intelligence Information Systems Limited, (‘C6’)
1.1 When We use the words “writing” or “written” in these Terms, this will include e- mail unless We say otherwise.
2.1 These are the terms and conditions on which we supply Services to you.
2.2 Please ensure that you read these Terms carefully, and check that the details on the Order and in these Terms are complete and accurate, before you sign and submit the Order. If you think that there is a mistake, please contact Us to discuss. We will confirm any changes in writing to avoid any confusion between you and Us.
2.3 When you sign and submit the Order to Us, this does not mean that We have accepted your order for Services. Our acceptance of the Order will take place as described in clause 2.4. If We are unable to supply you with the Services, We will inform you of this and We will not process the Order.
2.4 These Terms will become binding on both You and Us when We contact You to inform you that We are able to provide you with the Services and issue you with a username, which We will also confirm in writing to You. At this point a contract will come into existence between you and Us.
2.5 Usernames are unique to the individual user they are supplied to and should not be shared. Breaches of this will constitute unauthorised use.
2.6 If any of these Terms conflict with any term of the Order, the Order will take priority.
2.7 We shall assign an order number to the Order and inform you of it when we confirm the Order. Please quote the order number in all subsequent correspondence with us relating to the Order.
3.1 We may revise these Terms from time to time in the following circumstances:
(a) changes in relevant laws and regulatory requirements;
3.2 If We have to revise these Terms under clause 3.1, We will give you at least one month’s written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with clause 9 if we break the contract in any material way and do not fix within seven days.
3.3 You may make a change to the Order for Services at any time before the start date for the Services by contacting us. Where this means a change in the total price of the Services, we will notify you of the amended price in writing.
3.4 If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 9.
4.1 We will supply the Services to you from the date set out in the Order for a period of 12 months (the Initial Term). After the Initial Term the Services will renew for a further 12 months term (Renewal Term). We will notify you of the amended price in writing before each Renewal Term by issuing an invoice for that Renewal Term. If you wish to terminate the Services you must do so no less than 30 days from the date of the issue of the invoice for the Renewal Term.
4.2 We will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control, as explained in Clause 8.
4.3 We will need certain information from you which is necessary for Us to provide the Services. You will be contact in writing about this. If you do not, after being asked by us, provide us with this information as requested by us, or you provide us with incomplete or incorrect information, we may make an additional charge of a reasonable sum to cover any extra work that is required, or we may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to us after we have asked. If we suspend the Services under this clause, you do not have to pay for the Services while they are suspended, but this does not affect your obligation to pay for any invoices that you have already been sent.
4.4 We may have to suspend the Services if we have to deal with technical problems, or to make improvements agreed between you and us in writing to the Services. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause but this does not affect your obligation to pay for any invoices that you have already been sent.
4.5 If you do not pay us for the Services when you are supposed to as set out in clause 6.3, we may suspend the Services with immediate effect until you have paid us the outstanding amounts (except where you dispute an invoice under clause 6.6). You will be contacted about this in writing. This does not affect our right to charge you interest under clause 6.5.
5.1 In the unlikely event that there is any defect with the Services:
(a) please contact us and tell Us as soon as reasonably possible;
(b) please give us a reasonable opportunity to repair or fix any defect; and
(c) We will use every effort to repair or fix the defect as soon as reasonably practicable
6.1 The price of the Services will be set out in Our Subscription Order Form in force at the time we confirm your Order. Our prices may change at any time, but price changes will not affect Orders that we have confirmed with you.
6.2 Unless otherwise stated, the prices exclude VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery or performance, we will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect, we quote ex-VAT but our invoices will include VAT where applicable.
6.3 We will invoice you annually in arrears for the Services until the Services are completed. Each invoice will quote the Order number. You must pay each invoice in cleared monies within 30 calendar days at the date of invoice by the agreed payment method.
6.4 Cancellations or reductions in user numbers after the Services have commenced will not be accepted.
6.5 If you do not make any payment due to us by the due date for payment, we may charge interest on the overdue amount at a rate of 8% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
6.6 However, if you dispute an invoice in good faith, You must contact us to let us know promptly after you have received an invoice that you dispute it.
7.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this contract.
7.2 We only supply the Services for private use. You agree not to use the Services for any commercial, business or re-sale purpose, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.3 We do not exclude or limit in any way our liability for:
(a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control.
8.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) Our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our performance of Services to you, we will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
8.4 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish us to provide the Services. Please see your cancellation rights under clause 9. We will only cancel the contract if the Event Outside Our Control continues for longer than four weeks in accordance with our cancellation rights in clause 9.
9.1 Before we begin to provide the Services, you have the following rights to cancel an Order for Services, including where you choose to cancel because we are affected by an Event Outside Our Control:
(a) You may cancel any Order for Services at any time before the start date for the Services by contacting us. We will confirm your cancellation in writing to you.
(b) If you cancel an Order under clause 9.1(a) and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
(c) However, if you cancel an Order for Services under clause 9.1(a) and we have already started work on your Order by that time, you will pay us any costs we have reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact us. However, where you have cancelled an Order because of our failure to comply with these Terms (except where we have been affected by an Event Outside Our Control), you do not have to make any payment to Us.
9.2 Once we have begun to provide the Services to you, you may not cancel the contract for the Services or reduce the number of users.
9.3 Once we have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving us written notice if:
(a) We break this contract in any material way and we do not correct or fix the situation within seven days of you asking us to in writing;
(b) We go into liquidation or a receiver or an administrator is appointed over our assets;
(c) We are affected by an Event Outside Our Control.
10.1 If we have to cancel an Order for Services before the Services start:
(a) We may have to cancel an Order before the start date for the Services, due to an Event Outside Our Control or the unavailability of key personnel or key materials without which we cannot provide the Services. We will promptly contact you if this happens.
(b) If we have to cancel an Order under clause 10.1(a) and you have made any payment in advance for Services that have not been provided to you, we will refund these amounts to you.
(c) Where we have already started work on your Order for Services by the time we have to cancel under clause 10.1(a), We will not charge you anything and you will not have to make any payment to us.
10.2 Once we have begun to provide the Services to you, we may cancel the contract for the Services at any time by providing you with at least 30 calendar days’ notice in writing. If you have made any payment in advance for Services that have not been provided to you, we will refund these amounts to you.
10.3 We may cancel the contract for Services at any time with immediate effect by giving you written notice if:
(a) you do not pay us when you are supposed to as set out in clause 6.3. This does not affect our right to charge you interest under clause 6.5;
(b) you break the contract in any other material way and you do not correct or fix the situation within 14 days of us asking you to in writing.
11.1 We are a company registered in England and Wales. Our company registration number is 05048084 and Our registered office is at C6 Intelligence Information Systems Limited, 10 Queen Street Place, London, EC4R 1BE. Our registered VAT number is 835 7638 92.
11.2 If you have any questions or if you have any complaints, please contact us. You can contact us by telephoning our customer service team at C6 Intelligence Information Systems Ltd or by e-mailing us at firstname.lastname@example.org .
11.3 If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing (for example, to cancel the contract), you can send this to us by e-mail, by hand, or by pre-paid post to C6 Intelligence Information Systems Ltd at Vita House, London Street, Basingstoke, RG21 7PG. We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address you provide to us in the Order.
12.1 We will use the personal information you provide to us to:
(a) provide the Services;
(b) process your payment for such Services; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
12.2 We will not give your personal data to any other third party.
13.1 We may transfer our rights and obligations under these Terms to another organisation, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these Terms.
13.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
13.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.
13.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
13.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
13.6 These Terms are governed by English law. You and we both agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in England.