Astute Graphics Limited Astui service terms and conditions
Terms and Conditions
- Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer's express written acceptance of these Terms and Conditions before providing any such services to the Customer.
- Except to the extent expressly provided otherwise, in these Terms and
- "Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
- "Agreement" means a contract made under these Terms and Conditions between the Provider and the Customer;
- "Business Day" means any weekday other than a bank or public holiday in England;
- "Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
- "Charges" means the amounts specified in Great British
as at the Effective Date;
- "Customer" means the person or entity identified as such in the Services Order Form;
- "Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
- "Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement;
- "Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
- "Effective Date" means following the Customer completing and submitting the online Services Order Form published by the Provider on the Provider's website, the date upon which the Provider sends to the Customer an order confirmation;
- "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
- "Hosted Services" means Astui, which will be made available by the Provider to each Customer as a service via the internet in accordance with these Terms and Conditions;
- "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
- "Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;
- "Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services;
- "Provider" means Astute Graphics Limited
, a company incorporated in England and Wales (registration number 06465495) having its registered office at Penn House, 9-10 Broad Street, Hereford, Herefordshire, UK
- "Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
- "Services Order Form" means an online order form published by the Provider and completed and submitted by the Customer incorporating these Terms and Conditions by reference;
- "Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
- "Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and
- "Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions and Schedule 1 (Acceptable Use Policy), including any amendments to that documentation from time to time.
- The Agreement shall come into force upon the Effective Date.
- The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 15.
- Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.
- The Provider hereby grants to the Customer a non-exclusive licence to use the Hosted Services during the Term.
- Except to the extent expressly permitted in these Terms and
required by law on a non-excludable basis, the licence granted by the Provider to the Customer
under Clause 3.1 is subject to the following prohibitions:
- the Customer must not sub-license its right to access and use the Hosted Services;
- the Customer must not permit any unauthorised person to access or use the Hosted Services; and
- the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
- The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
- The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
- The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with Schedule 1 (Acceptable Use Policy).
- The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
- The Customer must not use the Hosted Services:
- in any way that is unlawful, illegal, fraudulent or harmful; or
- in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
- For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
- The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 3 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
- The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
- The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
- The Provider may provide the Support Services to the Customer during the Term, but shall have no obligation to do so; any such Support Services shall be subject to this Clause 5.
- The Provider may make available to the Customer an email-based helpdesk.
- The Provider shall provide the Support Services with reasonable skill and care.
No assignment of Intellectual Property Rights
- Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
- The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.
- All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
- The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation.
- The Customer must pay the Charges to the Provider in advance of the period to which they relate.
- If the Customer does not pay any amount properly due to the Provider
under these Terms and Conditions, the Provider may:
- charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
- claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
Distance contracts: cancellation right
- This Clause 9 applies if and only if the Customer enters into the Agreement with the Provider as a consumer - that is, as an individual acting wholly or mainly outside the Customer's trade, business, craft or profession - where the Agreement is a distance contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
- The Customer may withdraw an offer to enter into the Agreement with
Provider at any time; and the Customer may cancel the Agreement entered into with the Provider
any time within the period:
- beginning when the Agreement was entered into; and
- ending at the end of 14 days after the day on which the Agreement was entered into,
- The Customer agrees that the Provider may begin the provision of
before the expiry of the period referred to in Clause 9.2, and the Customer acknowledges that,
the Provider does begin the provision of services before the end of that period, then:
- if the services are fully performed, the Customer will lose the right to cancel referred to in Clause 9.2; and
- if the services are partially performed at the time of cancellation, the Customer must pay to the Provider an amount proportional to the services supplied or the Provider may deduct such amount from any refund due to the Customer in accordance with this Clause 9.
- In order to withdraw an offer to enter into the Agreement or cancel the Agreement on the basis described in this Clause 9, the Customer must inform the Provider of the Customer's decision to withdraw or cancel (as the case may be). The Customer may inform the Provider by means of any clear statement setting out the decision. In the case of cancellation, the Customer may inform the Provider using the cancellation form that the Provider will make available to the Customer. To meet the cancellation deadline, it is sufficient for the Customer to send its communication concerning the exercise of the right to cancel before the cancellation period has expired.
- If the Customer withdraws an offer to enter into the Agreement, or cancels the Agreement, on the basis described in this Clause 9, the Customer will receive a full refund of any amount the Customer paid to the Provider in respect of the Agreement, except as specified in this Clause 9.
- The Provider will refund money using the same method used to make the payment, unless the Customer has expressly agreed otherwise. In any case, the Customer will not incur any fees as a result of the refund.
- The Provider will process the refund due to the Customer as a result of a cancellation on the basis described in this Clause 9 without undue delay and, in any case, within the period of 14 days after the day on which the Provider is informed of the cancellation.
- The Provider shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
- The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
- The Customer shall only supply to the Provider, and the Provider
only process, in each case under or in relation to the Agreement, the Personal Data of
identification, payment, security and service use
of the following types: Customer name, email address, postal address in relation to payment sources, payment card informtion, password, IP address used to access the Service, analytics in relation to the use of the Service
; and the Provider shall only process the Customer Personal Data for the following purposes: user account creation and acccess, ensure security of the Service and its users, collect payment, provide suppport, monitor Service performance, continuously improve the service.
- The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 10.
- The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area).
- Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.
- The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
- The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
- The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 10.
- As at the Effective Date, the Provider is hereby authorised by the
Customer to engage, as sub-processors with respect to Customer Personal Data, the following
parties: Amazon Web Services, Stripe, MailChimp, Google
- The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
- The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider shall report any Personal Data breach relating to the Customer Personal Data to the Customer within 24 hours following the Provider becoming aware of the breach.
- The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 10 and the Data Protection Laws.
- The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
- The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 10. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 10.15.
- If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.
- The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
- All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
Acknowledgements and warranty limitations
- The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
- The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
Limitations and exclusions of liability
- Nothing in these Terms and Conditions will:
- limit or exclude any liability for death or personal injury resulting from negligence;
- limit or exclude any liability for fraud or fraudulent misrepresentation;
- limit any liabilities in any way that is not permitted under applicable law; or
- exclude any liabilities that may not be excluded under applicable law,
- The limitations and exclusions of liability set out in this Clause 13
elsewhere in these Terms and Conditions:
- are subject to Clause 13.1; and
- govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
- The Provider will not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
- The Provider will not be liable to the Customer in respect of any loss of profits or anticipated savings.
- The Provider will not be liable to the Customer in respect of any loss of revenue or income.
- The Provider will not be liable to the Customer in respect of any loss of business, contracts or opportunities.
- The Provider will not be liable to the Customer in respect of any loss or corruption of any data, database or software.
- The Provider will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
Force Majeure Event
- If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement, that obligation will be suspended for the duration of the Force Majeure Event.
- Either party may terminate the Agreement by giving to the other party at least 3 days' written notice of termination.
- Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
- Either party may terminate the Agreement immediately by giving
notice of termination to the other party if:
- the other party:
- is dissolved;
- ceases to conduct all (or substantially all) of its business;
- is or becomes unable to pay its debts as they fall due;
- is or becomes insolvent or is declared insolvent; or
- convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
- an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
- an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement).
- the other party:
Effects of termination
- Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.8, 8, 13, 16, 18 and 19.
- Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
- Any notice from one party to the other party under these Terms and
Conditions must be given by one of the following methods:
- sent by email to the relevant email address specified through the Hosted Services, in which case the notice shall be deemed to be received upon receipt of the email by the recipient's email server; or
- sent using the contractual notice mechanism incorporated into the Hosted Services, in which case the notice shall be deemed to be received upon dispatch,
- No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
- If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
- The Provider may vary the Agreement by giving to the Customer at least 30 days' written notice of the variation. Subject to this, the Agreement may only be varied by a written document signed by or on behalf of each of the parties.
- The Customer hereby agrees that the Provider may assign the Provider's contractual rights and obligations under the Agreement to any successor to all or a substantial part of the business of the Provider from time to time - providing that such action does not serve to reduce the guarantees benefiting the Customer under the Agreement. The Customer must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Customer's contractual rights or obligations under the Agreement.
- The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
- Subject to Clause 13.1, a Services Order Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Services Order Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
- The Agreement shall be governed by and construed in accordance with English law.
- The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
- In these Terms and Conditions, a reference to a statute or statutory
provision includes a reference to:
- that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
- any subordinate legislation made under that statute or statutory provision.
- The Clause headings do not affect the interpretation of these Terms and Conditions.
- References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
- In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Schedule 1 (Acceptable Use Policy)
- This acceptable use policy (the "Policy") sets out the
- the use of the website at astui.tech, any successor website, and the services available on that website or any successor website (the "Services"); and
- the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
- References in this Policy to "you" are to any customer for the
and any individual user of the Services (and "your" should be construed accordingly); and
references in this Policy to "us" are to Astute Graphics Limited
(and "we" and "our" should be construed accordingly).
- By using the Services, you agree to the rules set out in this Policy.
- We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
General usage rules
- You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
- You must not use the Services:
- in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
- in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
- You must ensure that all Content complies with the provisions of this Policy.
- Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
- Content, and the use of Content by us in any manner licensed or
authorised by you, must not:
- infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
- be in contempt of any court, or in breach of any court order;
- constitute a breach of racial or religious hatred or discrimination legislation;
- constitute a breach of official secrets legislation; or
- constitute a breach of any contractual obligation owed to any person.
- You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
- Content must be appropriate for all persons who have access to or are likely to access the Content in question, and in particular for children over 12 years of age.
- You acknowledge that we may actively monitor the Content and the use of the Services.
- You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
- The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
- The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.