Introduction
Welcome to CiviPlus! We’re really excited to help you change the way you work for good.
But before we can get you started, we first need you to look through and accept these terms and conditions.
These are our commitments to you and your obligations to us, so it's really important you read through them properly. If there's something you can't agree to, then you won't be able to use our services.
If you do have any questions or comments after you've read through the below, please get in touch. We'd be happy to help.
Terms & Conditions
These CiviPlus Terms and Conditions set out the basis upon which Compuco will provide the Services to the Client. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, and the Client waives any right to rely upon any terms and conditions or provisions set out or referenced in any purchase order or other documentation it provides.
Any discovery, configuration or data import services or services not provided solely through the CiviPlus platform will be provided by Compucorp Ltd (company number 01303299) and are subject to the Compuco Services Terms and Conditions.
The Order Form shall be deemed accepted by the Client when the Client accepts it in writing, or by completion of any online ordering process, or otherwise takes any action consistent with the purchase or use of the Services, including making any payment of the Platform Fees.
Last updated on 17 September 2024.
1 Interpretation
1.1 The definitions and rules of interpretation in this clause apply in the Contract.
1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4 A reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6 A reference to writing or written includes email but not fax.
1.7 In the event of any conflict between these Conditions and the Order Form, the Order Form shall take precedence.
2 Authorised Users
2.1 Subject to the other terms and conditions of the Contract, Compuco Cloud hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Guide during its Subscription solely for the Client's internal business operations. The Client acknowledges and agrees that its use of the Services does not constitute any distribution, propagation or conveying of the Software.
2.2 In relation to the Authorised Users, the Client undertakes that:
- 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services and the Guide shall not exceed the number permitted by its Subscription from time to time;
- 2.2.2 it will not allow or suffer any User Account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Guide;
- 2.2.3 each Authorised User shall keep a secure password for their use of the Services and Guide, and that each Authorised User shall keep their password confidential;
- 2.2.4 the Client shall provide such information and assistance as Compuco Cloud reasonably requires to confirm that the Client and the Authorised Users are in compliance with the Contract;
- 2.2.5 if Compuco Cloud reasonably believes that a User Account has been accessed any individual who is not an Authorised User or has otherwise been used the Services in breach of the Contract, then without prejudice to Compuco Cloud’s other rights, it may disable or suspend that User Account; and
- 2.2.6 if the Client has underpaid Platform Fees to Compuco Cloud, then without prejudice to Compuco Cloud's other rights, the Client shall pay to Compuco Cloud an amount equal to such underpayment as calculated in accordance with Compuco Cloud’s price list in effect at that time within 10 Business Days of the date of the relevant audit.
2.3 The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services (and Compuco Cloud reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material) that:
- 2.3.1 is unlawful, harmful, threatening, defamatory, discriminatory, obscene, sexually explicit, harassing or offensive;
- 2.3.2 is otherwise illegal or infringes the rights of any third party or is in breach of any duty owed to a third party; or
- 2.3.3 is likely to deceive any person or otherwise misrepresents facts or gives the impression it emanates from Compuco Cloud.
2.4 The Client shall not:
- 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:
-- 2.4.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Guide (as applicable) in any form or media or by any means; or
-- 2.4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- 2.4.2 access all or any part of the Services and Guide in order to build a product or service which competes with the Services and/or the Guide; or
- 2.4.3 use the Services and/or Guide to provide services to third parties; or
- 2.4.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Guide available to any third party except the Authorised Users, or
- 2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Guide, other than as provided under this clause 2; or
- 2.4.6 introduce or permit the introduction of any Virus into Compuco Cloud's network and information systems.
2.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Guide and, in the event of any such unauthorised access or use, promptly notify Compuco Cloud.
2.6 The rights provided under this clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
3 Usage Limits
3.1 Where the Client’s usage of the Services exceeds any of the Usage Limits applicable to its Subscription, its Subscription will automatically be upgraded to the next applicable tier which is compatible with its usage of the Services. The increased Platform Fees for that tier and usage will be payable immediately. If there is no applicable tier which is compatible with the Client’s usage of the Services (including if the Client’s data storage exceeds that provided for by the relevant Subscription tiers), the Platform Fees shall be amended to include additional charges, (including excess data storage fees where applicable). If the Client wishes to reduce the tier of their Subscription, they may request this in writing from Compuco Cloud and following approval their Subscription will be amended and any applicable credit notes will be raised.
3.2 The Client must not attempt to circumvent or otherwise avoid any Usage Limits or obfuscate or disguise or mislead Compuco Cloud in relation to its use of the Services.
4 Services
4.1 Compuco Cloud shall, during the Subscription, provide the Services and make available the Guide to the Client on and subject to the terms of the Contract.
4.2 Compuco Cloud undertakes that the Services will be performed substantially in accordance with the Guide and with reasonable skill and care.
4.3 The undertaking at clause 4.2 shall not apply to Third Party Services, or to the extent of any non-conformance which is caused by the Third Party Services or use of the Services contrary to Compuco Cloud's instructions, or modification or alteration of the Services by any party other than Compuco Cloud or Compuco Cloud's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Compuco Cloud will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 4.2.
4.4 The Client acknowledges that, without prejudice to clauses 4.1, 4.2 and 4.3:
- 4.4.1 access to and use of the Services may not be entirely uninterrupted or error-free;
- 4.4.2 as the Services have not been developed to meet the specific needs of the Client, the Client is responsible for its choice of vendor, software and services and the Services, Guide and/or the information obtained by the Client through the Services may not meet the Client's requirements;
- 4.4.3 Compuco Cloud shall not be liable for any failure of the Services to provide any functionality or performance that is not expressly warranted in the Contract; and
- 4.4.4 Compuco Cloud shall employ security measures in accordance with good industry practice but Compuco Cloud does not warrant that the Software or the Services will be free from Viruses.
4.5 Compuco Cloud is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Guide may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.6 The Contract shall not prevent Compuco Cloud from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
4.7 The Client acknowledges that (notwithstanding clause 4.8) data loss is an unavoidable risk when using any technology and the Client is responsible for maintaining sufficient back-ups and copies of any Client Data.
4.8 Compuco Cloud shall follow its standard archiving procedures for Client Data. In the event of any loss or damage of Client Data, the Client's sole and exclusive remedy against Compuco Cloud shall be for Compuco Cloud to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Compuco Cloud (at Compuco Cloud’s standard rates in force from time to time) in accordance with its archiving procedure. Compuco Cloud shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.
4.9 Except as stated in these Conditions, all conditions, warranties and other terms that might have effect between the parties or be implied or incorporated into these Conditions or any collateral contract, whether by statute, common law or otherwise, and including as to satisfactory quality, fitness for purpose or the use of reasonable skill and care, are hereby excluded to the fullest extent permitted by law.
5 Data protection
5.1 Compuco Cloud’s processing of personal data on behalf of the Client shall be subject to Compuco Cloud’s data processing addendum.
5.2 Where the Client uses the Services to send any email, SMS or other electronic messages, it shall ensure that it has all applicable consents (or can otherwise demonstrate to Compuco Cloud’s reasonable satisfaction that it has an appropriate lawful basis) necessary for such activity.
6 Third party Services
6.1 The Client acknowledges that the Services may incorporate and integrate with, or enable or assist it to access, correspond with, and purchase products and services from Third Party Services, which Compuco Cloud does not provide, is not responsible for, and cannot control. In particular, any functionality of the Services which interacts with Third Party Services may be impacted by changes in or the unavailability of such Third Party Services, and Compuco Cloud will not be responsible for any corresponding changes in or unavailability of the Services. Notwithstanding any other provisions of the Contract, Compuco Cloud makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to Third Party Services or the Client’s use of, or correspondence with, any such Third Party Services or the acts or omissions of providers of such Third Party Services.
6.2 The Client also acknowledges that certain functionality of the Services will require the Client to have its own contract and account with a provider of Third Party Services. Any contract or transaction entered into by the Client, with any provider of Third Party Services is between the Client and the relevant third party, and not Compuco Cloud. Where the Client’s use of Third Party Services is subject to any additional terms notified to the Client and applied by the provider of such Third Party Services, the Client shall comply with such additional terms, shall indemnify and hold Compuco Cloud harmless against any costs, loss or damage which it may suffer or incur as a result of the Client's breach of such additional terms howsoever arising, and Compuco Cloud may treat the Client's breach of any such additional terms as a breach of the Contract.
6.3 Where Third Party Services are subject to additional charges, such as submission, transaction, payment, or pay-out fees, these will be payable by the Client (whether directly to the relevant provider, or via Compuco Cloud).
6.4 For the avoidance of doubt, all donations, subscription fees or other payments facilitated by the Services are processed by Third Party Services, and Compuco Cloud does not act as a payment processor and shall have no responsibility for the Third Party Services in relation to such payment processing.
7 Client's obligations
7.1 The Client shall:
- 7.1.1 provide Compuco Cloud with all necessary co-operation in relation to the Contract and all necessary assistance and access as may be required by Compuco Cloud in order to provide the Services, including but not limited to Client Data, security access information and configuration services;
- 7.1.2 comply with (and procure that the Authorised Users comply with) the Acceptable Use Policies;
- 7.1.3 without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;
- 7.1.4 carry out all other Client responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, Compuco Cloud may adjust any agreed timetable or delivery schedule as reasonably necessary;
- 7.1.5 ensure that the Authorised Users use the Services and the Guide in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User's breach of the Contract; and
- 7.1.6 be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Compuco Cloud's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.
7.2 The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.
8 Charges and payment
8.1 The Client shall pay the Platform Fees to Compuco Cloud for the Subscription in accordance with this clause 8 and the Order Form, and the Client acknowledges that such payments may be collected by or paid to such third parties as Compuco Cloud specifies from time to time. Unless specifically agreed otherwise in writing, Compuco Cloud’s first invoice shall be payable prior to the commencement of the Services, and other invoices shall be monthly or annually in advance as specified by Compuco Cloud.
8.2 The Client shall prior to the first payment being due, provide to Compuco Cloud valid, up-to-date and complete credit card details or approved purchase order information (as required by Compuco Cloud) acceptable to Compuco Cloud and any other relevant valid, up-to-date and complete contact and billing or Direct Debit details and, if the Client provides:
- 8.2.1 its credit card details to Compuco Cloud, the Client hereby authorises Compuco Cloud to bill such credit card for the Platform Fees on the relevant payment dates;
- 8.2.2 its approved purchase order information to Compuco Cloud, Compuco Cloud shall invoice the Client in accordance with its payment schedule and the Client shall pay each invoice within 30 days after the date of such invoice;
- 8.2.3 its Direct Debit details, the Client hereby authorises Compuco Cloud to collect payments from the Client’s bank for the Platform Fees on the relevant payment dates.
8.3 If Compuco Cloud has not received payment by the due date, and without prejudice to any other rights and remedies of Compuco Cloud:
- 8.3.1 Compuco Cloud may, without liability to the Client, disable the Client's password, account and access to all or part of the Services and Compuco Cloud shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- 8.3.2 interest shall accrue on a daily basis on such due amounts at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998, commencing on the due date and continuing until fully paid, whether before or after judgement and any costs of recovery or debt collection shall also be payable by the Client on demand in accordance with said legislation which will be up to £100 excluding value added tax.
8.4 All amounts and fees stated or referred to in the Contract:
- 8.4.1 shall be payable in pounds sterling (or, if the invoice is not in pounds sterling, in the currency of the invoice);
- 8.4.2 are non-cancellable and non-refundable;
- 8.4.3 are exclusive of value added tax, which shall be added to Compuco Cloud's invoice(s) at the appropriate rate where and if relevant;
- 8.4.4 exclude any bank charges applicable to international bank transfers or currency conversions, which the Client shall also pay such that Compuco Cloud receives full payment in cleared funds for its invoices.
8.5 Compuco Cloud shall be entitled (notwithstanding its other rights under the Contract) to increase the Platform Fees (and the Order Form shall be deemed to have been amended accordingly in respect of such increase):
- 8.5.1 at the start of each Renewal Period upon not less than 60 days' prior notice to the Client; and/or
- 8.5.2 at the next payment date under the Contract on not less than 14 days’ written notice (and if the Client does not accept such increase, it may terminate the Contract by written notice prior to the payment date).
8.6 The Client shall make all payments under the Contract without the withholding or deduction of, or in respect of, any tax, unless required by law. If any such withholding or deduction is required, the Client shall, when making the payment to which the withholding or deduction relates, pay to Compuco Cloud such additional amount so that Compuco Cloud receives the same total amount that it would have received if no such withholding or deduction had been required.
8.7 Neither party shall be entitled to set-off such sums due from it to the other against any payments due to it from the other under or relation to the Contract.
9 Proprietary rights
9.1 The Client acknowledges and agrees that Compuco Cloud and/or its licensors own all intellectual property rights in the Services and the Guide. Except as expressly stated herein, the Contract does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Guide.
9.2 The Client grants Compuco Cloud and its group companies a perpetual, irrevocable, worldwide, royalty free licence to use its testimonials, reviews, feedback or suggestions in relation to the Services (together with its company or brand name and logo unless explicitly agreed otherwise in writing by Compuco Cloud) for marketing, promotional, development and maintenance purposes and otherwise as Compuco Cloud sees fit (including but not limited to displaying its logo on pitch decks, websites, or other promotional materials, writing and making available case studies and referencing the Client and the services provided to them in proposals and bids).
10 Confidentiality
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party's Confidential Information shall not be deemed to include information that:
- 10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
- 10.1.2 was in the other party's lawful possession before the disclosure;
- 10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- 10.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
10.2 Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Contract.
10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Contract.
10.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
10.5 The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Compuco Cloud's Confidential Information.
10.6 Compuco Cloud acknowledges that the Client Data is the Confidential Information of the Client.
10.7 The Client shall not make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of Compuco Cloud (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
10.8 The above provisions of this clause 10 shall survive termination of the Contract, however arising.
11 Indemnity
11.1 Compuco Cloud shall indemnify the Client against any damages awarded against the Client by a final court of competent jurisdiction under a claim that the Client's use of the Services or Guide in accordance with the Contract infringes any United Kingdom patent effective as of the Start Date, copyright, trade mark, database right or right of confidentiality, provided that:
- 11.1.1 Compuco Cloud is given prompt notice of any such claim;
- 11.1.2 the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Compuco Cloud in the defence and settlement of such claim, at Compuco Cloud's expense;
- 11.1.3 the Client uses all reasonable endeavours to mitigate and reduce any sums payable under such indemnity; and
- 11.1.4 Compuco Cloud is given sole authority to defend or settle the claim.
11.2 In the event of any allegation that the Services or Guide infringe a third party’s rights, Compuco Cloud may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on written notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
11.3 In no event shall Compuco Cloud, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
- 11.3.1 a modification of the Services or Guide by anyone other than Compuco Cloud; or
- 11.3.2 the Client's use of the Services or Guide in a manner contrary to the instructions given to the Client by Compuco Cloud; or
- 11.3.3 the Third Party Services or the Client’s use of them; or
- 11.3.4 the Client's use of the Services or Guide after notice of the alleged or actual infringement from Compuco Cloud or any appropriate authority.
11.4 The foregoing states the Client's sole and exclusive rights and remedies, and Compuco Cloud's (including Compuco Cloud's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12 Limitation of liability
12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract (including under any indemnity), tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise. The Client is responsible for making its own arrangements for the insurance of any loss which is excluded or limited under this clause 12 and acknowledges that these exclusions and limitations are reasonable in the circumstances due to the nature and terms of the Contract and the availability to the Client of insurance protection and other resources to protect the Client’s interests.
12.2 Except as expressly and specifically provided in the Contract:
- 12.2.1 the Client assumes sole responsibility for results obtained from the use of the Services and the Guide by the Client, and for conclusions drawn from such use. Compuco Cloud shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Compuco Cloud by the Client in connection with the Services, or any actions taken by Compuco Cloud at the Client's direction;
- 12.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
- 12.2.3 the Services and the Guide are provided to the Client on an "as is" basis.
12.3 Nothing in the Contract excludes the liability of Compuco Cloud:
- 12.3.1 for death or personal injury caused by Compuco Cloud's negligence; or
- 12.3.2 for fraud or fraudulent misrepresentation.
12.4 Subject to clause 12.2 and clause 12.3:
- 12.4.1 Compuco Cloud shall not be liable for any losses relating to Third Party Services, loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or third party liquidated damages (in each case whether direct or foreseeable or otherwise), or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
- 12.4.2 Compuco Cloud's total aggregate liability arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Platform Fees paid for the Subscription during the 12 months immediately preceding the date on which the first claim against Compuco Cloud arose.
12.5 Nothing in the Contract excludes the liability of the Client for any breach, infringement or misappropriation of Compuco Cloud’s Intellectual Property Rights.
12.6 The Client shall defend, indemnify and hold harmless Compuco Cloud against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services and/or Guide.
13 Term and termination
13.1 The Contract shall, unless otherwise terminated as provided in the Contract, commence on the date on which the Order Form is accepted by both parties and shall continue until the expiry of the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive Renewal Periods, unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.
13.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- 13.2.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
- 13.2.2 the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
- 13.2.3 becomes insolvent or if an order is made or a resolution is passed for the winding up of the other party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party’s assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt or the other party suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business.
13.3 On termination of the Contract for any reason:
- 13.3.1 the Subscription and all licences granted under the Contract shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Guide;
- 13.3.2 the Client shall return and make no further use of any Guide and other items (and all copies of them) belonging to Compuco Cloud;
- 13.3.3 Compuco Cloud may destroy or otherwise dispose of any of the Client Data in its possession unless Compuco Cloud receives, no later than thirty days after the effective date of the termination of the Contract, a written request for the delivery to the Client of the then most recent back-up of the Client Data. Compuco Cloud shall use reasonable commercial endeavours to deliver the back-up in SQL format to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). If no request is received within that period Compuco Cloud may (and, in respect of any personal data, the Client is deemed to have instructed Compuco Cloud to) destroy or otherwise dispose of the Client Data in its possession. The Client shall pay all reasonable expenses incurred by Compuco Cloud in returning Client Data in any other format or any other reformatting or work the Client requests on or in relation to the Client Data;
- 13.3.4 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect; and
- 13.3.5 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
13.4 Where the Client seeks to terminate the Contract other than under the process set out in this Contract or where Compuco Cloud terminates the contract under clause 13.2, the Client shall (without limiting Compuco Cloud’s other rights or remedies) on the date of termination pay Compuco Cloud all Platform Fees which would have been payable had the Contract continued for the remainder of the Initial Subscription Term or Renewal Period (as applicable) as it had immediately prior to such termination. For the avoidance of doubt such termination shall not entitle the Client to any refund of pre-paid Platform Fees for any unexpired part of the Initial Subscription Term or Renewal Period.
14 Notices
14.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
- 14.1.1 delivered in person or by registered delivery service at its registered office or the address for that party set out in the Order Form; or
- 14.1.2 sent by email to the address specified in the Order Form.
14.2 Any notice sent to Compuco Cloud must also be submitted via the form at https://crm.compucorp.co.uk/civiplus-termination but sending a notice via such form shall not effect deemed service under clause 14.3.
14.3 Any notice shall be deemed to have been received:
- 14.3.1 if delivered in person, on signature of a delivery receipt or at the time the notice is left at the proper address;
- 14.3.2 if sent by registered delivery service at the time recorded by the delivery service; and
- 14.3.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (and business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt).
14.4 This clause 14 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15 General
15.1 Compuco Cloud shall have no liability to the Client under the Contract if it is prevented from or delayed or hindered in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Compuco Cloud or any other party), failure of a utility service or transport or telecommunications network, Third Party Services, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
15.2 No variation of the Contract shall be effective unless it is set out in the Order Form, save that Compuco Cloud may amend these Conditions by advanced written notice (including, for the purposes of this clause 15.2, through posting amended Conditions to its website). Where a variation to these Conditions is (in Compuco Cloud’s reasonable opinion) material, it shall provide not less than 30 days’ written notice (by email under clause 14) of the variation, and the Client may, if it does not accept such material variation, terminate the Contract on written notice (under clause 14) within 30 days of receiving such notice, such termination to take effect when the variation would otherwise have taken effect. If the Client does not give such notice, it shall be deemed to have accepted the variation to these Conditions.
15.3 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.4 Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 15.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.5 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. Nothing in this clause 15.5 shall limit or exclude any liability for fraud.
15.6 The Client shall not, without the prior written consent of Compuco Cloud, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. Compuco Cloud may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.7 Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
15.8 The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.9 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.10 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
