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ADVC8 Cloud service terms and conditions

Last updated: 1st October 2019
  1. Terms and Conditions

    1. 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 and related 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.
    1. Definitions

    2. Except to the extent expressly provided otherwise, in these Terms and Conditions:
      1. "Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
      2. "Agreement" means a contract made under these Terms and Conditions between the Provider and the Customer;
      3. "Business Day" means any weekday other than a bank or public holiday in England;
      4. "Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
      5. "Charges"
        means the amounts specified in the Fee Schedule available on the Provider website from time to time;
      6. "Customer" means the person or entity identified as such in the Services Order Form;
      7. "Customer Code of Conduct" means the code of conduct available on the Provider website from time to time;
      8. "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);
      9. "Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, but excluding Personal Data with respect to which the Provider is a data controller;
      10. "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);
      11. "Delivery Timestamp" means the date and time at which the Lead was added to the Hosted Services;
      12. "Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
      13. "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 issues login credentials for the Hosted Services to the Customer;
      14. "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);
      15. "Free Trial Period" means the period of 30 days from the Effective Date, ending at Midnight on the 30th day;
      16. "Hosted Services" means the ADVC8 platform, which will be made available by the Provider to each Customer as a service via the internet in accordance with these Terms and Conditions;
      17. "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);
      18. "Lead" means a potential client introduced to the Customer by the Provider either through the Hosted Services or by telephone (whether or not such potential client becomes an actual client of the Customer);
      19. "Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;
      20. "Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
      21. "Provider" means ADVC8 Limited, a company incorporated in England and Wales (registration number 11586535) having its registered office at 41 Bridgeman Terrace, Wigan, WN1 1TT;
      22. "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;
      23. "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;
      24. "Subscription Period" means the period of one month, the first period starting on the Effective Date;
      25. "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;
      26. "Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
      27. "Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and
      28. "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.
    1. Term

    2. The Agreement shall come into force upon the Effective Date.
    3. The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 14.
    4. Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.
    1. Hosted Services

    2. The Provider hereby grants to the Customer a non-exclusive licence to use the Hosted Services by means of a Supported Web Browser during the Term.
    3. The licence granted by the Provider to the Customer under Clause 3.1 is subject to the following limitations:
      1. the Hosted Services may only be used by the named users identified in the user list within the Hosted Services, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein.
    4. Except to the extent expressly permitted in these Terms and Conditions or 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:
      1. the Customer must not sub-license its right to access and use the Hosted Services;
      2. the Customer must not permit any unauthorised person to access or use the Hosted Services;
      3. the Customer must not use the Hosted Services to provide services to third parties;
      4. the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and
      5. 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.
    5. The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
    6. The Provider shall use all 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.
    7. 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 administrator Account comply with Schedule 1 (Acceptable Use Policy).
    8. 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.
    9. The Customer must not use the Hosted Services:
      1. in any way that is unlawful, illegal, fraudulent or harmful; or
      2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
    10. 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.
    11. 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 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
    12. ‌The Customer agrees to abide by the Customer Code of Conduct and the Provider may suspend the provision of the Hosted Services if it believes at its sole discretion that the Customer has breached the Code of Conduct.
    1. Customer Data

    2. 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.
    3. The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with the Agreement 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.
    1. Support Services

    2. 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.
    3. The Provider may make available to the Customer an email-based helpdesk.
    4. The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
    5. The Provider may suspend the provision of the Support 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 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
    1. No assignment of Intellectual Property Rights

    2. 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.
    1. Charges

    2. The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.
    3. 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.
    4. 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.
    1. Payments

    2. The Customer must pay the Charges to the Provider in advance of the period to which they relate.
    3. If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:
      1. 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
      2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
    1. Data protection

    2. Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
    3. 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.
    4. The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement, the Personal Data of Customer clients of the following types: names, email addresses, telephone numbers and information pertaining to legal matters of the clients; and the Provider shall only process the Customer Personal Data for the following purposes: requesting feedback on Customer service from the clients.
    5. 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 9.
    6. 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), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
    7. The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
    8. Notwithstanding any other provision of the Agreement, 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 on important grounds of public interest.
    9. 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.
    10. 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, including the measures specified in the information security policy of the Provider (as it may be updated by the Provider from time to time).
    11. 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 the same legal obligations as those imposed on the Provider by this Clause 9.
    12. 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 third parties and third parties within the following categories: Brightbox Systems Ltd, a company incorporated in England and Wales (registration number 06359729) having its registered office at Tower Works, Globe Road, Leeds, LS11 5QG, web hosting providers, SMS and telephony providers .
    13. 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.
    14. 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 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 9.13.
    15. The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach.
    16. The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 9 and the Data Protection Laws. 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 9.15, providing that no such charges shall be levied with respect to the completion by the Provider (at the reasonable request of the Customer, not more than once per calendar year) of the standard information security questionnaire of the Customer.
    17. 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.
    18. 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 9. 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 9.17, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Provider of the Agreement or any security breach affecting the systems of the Provider.
    19. 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 the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.
    20. If the Customer opts into receiving Leads, the Provider shall only supply to the Customer, and the Customer shall only process, in each case under or in relation to the Agreement, the Personal Data of Leads of the following types: names, email addresses, telephone numbers and information pertaining to legal matters of the Lead; and the Customer shall only process the Personal Data for the following purposes: contacting the Lead about their legal matter and identifying whether or not they wish to become a client of the Customer.‌
    21. The Provider warrants to the Customer that it has the legal right to disclose all Personal Data that it does in fact disclose to the Customer under or in connection with the Agreement.
    1. Warranties

    2. 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.
    3. 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.
    1. Acknowledgements and warranty limitations

    2. 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.
    3. 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.
    4. The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
    1. Limitations and exclusions of liability

    2. Nothing in these Terms and Conditions will:
      1. limit or exclude any liability for death or personal injury resulting from negligence;
      2. limit or exclude any liability for fraud or fraudulent misrepresentation;
      3. limit any liabilities in any way that is not permitted under applicable law; or
      4. exclude any liabilities that may not be excluded under applicable law.
    3. The limitations and exclusions of liability set out in this Clause 12 and elsewhere in these Terms and Conditions:
      1. are subject to Clause 12.1; and
      2. 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.
    4. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
    5. The Provider will not be liable to the Customer in respect of any loss of profits or anticipated savings.
    6. The Provider will not be liable to the Customer in respect of any loss of revenue or income.
    7. The Provider will not be liable to the Customer in respect of any loss of use or production.
    8. The Provider will not be liable to the Customer in respect of any loss of business, contracts or opportunities.
    9. The Provider will not be liable to the Customer in respect of any loss or corruption of any data, database or software.
    10. The Provider will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
    11. The liability of the Provider to the Customer under the Agreement in respect of any event or series of related events shall not exceed the greater of:
      1. £250; and
      2. the total amount paid and payable by the Customer to the Provider under the Agreement in the 12 month period preceding the commencement of the event or events.
    12. The aggregate liability of the Provider to the Customer under the Agreement shall not exceed the greater of:
      1. £250; and
      2. the total amount paid and payable by the Customer to the Provider under the Agreement.
    1. Force Majeure Event

    2. 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.
    1. Termination

    2. ‌Either party may terminate the Agreement immediately by giving written notice of termination to the other party at any time during the Free Trial Period.
    3. The Agreement shall continue from one Subscription Period to the next unless the Customer gives at least 20 days' written notice of termination prior to the end of the current Subscription Period, and in the absence of such notice charges for another months subscription shall fall due.‌
    4. After the Free Trial Period the Provider may terminate the Agreement by giving the Customer at least 90 days' written notice of termination.‌
    5. 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.
    6. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
      1. the other party:
        1. is dissolved;
        2. ceases to conduct all (or substantially all) of its business;
        3. is or becomes unable to pay its debts as they fall due;
        4. is or becomes insolvent or is declared insolvent; or
        5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
      2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
      3. 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); or
      4. if that other party is an individual:
        1. that other party dies;
        2. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
        3. that other party is the subject of a bankruptcy petition or order.
    1. Effects of termination

    2. 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, 3.9, 8, 9.1, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, 9.13, 9.14, 9.15, 9.16, 9.17, 9.18, 12, 15, 18 and 19.
    3. 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.
    4. Within 30 days following the termination of the Agreement for any reason:
      1. the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and
      2. the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement,
      without prejudice to the parties' other legal rights.
    1. Notices

    2. Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:
      1. 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
      2. sent using the contractual notice mechanism incorporated into the Hosted Services, in which case the notice shall be deemed to be received upon dispatch,
      providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
    1. Subcontracting

    2. Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Agreement, providing that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
    1. General

    2. No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
    3. 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).
    4. 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.
    5. The Customer hereby agrees that the Provider may assign the Provider's contractual rights and obligations under the Agreement to any third party. 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.
    6. 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.
    7. Subject to Clause 12.1, 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.
    8. The Agreement shall be governed by and construed in accordance with English law.
    9. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
    1. Interpretation

    2. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
      1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
      2. any subordinate legislation made under that statute or statutory provision.
    3. The Clause headings do not affect the interpretation of these Terms and Conditions.
    4. 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.
    5. 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.
    1. Advertisements

    2. ‌We welcome the submission of advertisements to our website.
    3. ‌You may submit an advertisement to our website through the Hosted Services.
    4. Your advertisement will be included within your business listing on advc8.co.uk. ‌
    5. ‌Advertisements submitted to our website must constitute bona fide advertisements
      relating to legal services that are true, fair and accurate in all respects and comply with legal services advertising regulations.
    6. ‌Advertisements must be listed in the appropriate category or categories.
    7. ‌Advertisements submitted to our website must not be for any product, service or other subject matter that:

      (a) breaches any laws, regulations or codes;
      (b) infringes any third party intellectual property rights or other legal rights; or
      (c) may give rise to a cause of action against any person,

      in each case in any jurisdiction and under any applicable law.
    8. You grant to us a worldwide, non-exclusive, royalty-free licence to publish your advertisements on our website, and to copy, alter and store your advertisements in connection with their publication on our website, together with the right to sub-license these rights.
    9. ‌You must keep your advertisements up to date using our website interface, and must delete or unpublish any advertisements that have ceased to be relevant to our users (for example, because products advertised are no longer available).
    10. ‌Advertisements submitted to our website will be individually reviewed, and will usually be published within 24 hours following submission; however, we do not guarantee publication within this period.
    11. Without prejudice to our other rights under these terms and conditions, we reserve the rights to reject, unpublish or delete advertisements that breach these terms and conditions or that do not meet any additional guidelines for submissions published on our website. If we reject, unpublish or delete an advertisement in accordance with this Section 20.10, we will not refund any applicable listing fees.‌
    12. ‌If we accept your advertisement submission, then it will remain published on our website, and you shall be charged according to our Charges, until such time as you cancel the advertisement through the Hosted Services.
    13. From time to time we may allow the publication of advertisements on our website free of charge, providing that free advertisements will be subject to such additional terms and conditions as we may specify from time to time, and we may delete free advertisements at any time in our sole discretion with or without notice to you.‌
    1. Leads

    2. ‌If the Customer opts in to receive Leads from the Provider through the Hosted Services, the terms under which those Leads are supplied is governed by this clause.
    3. I‌f the Provider is supplying an instant quotation to a Lead on behalf of the Customer through the Hosted Services, the Customer guarantees that the quotation shall be the same price or less than if they had contacted the Customer directly.
    4. ‌The Provider shall use commercially reasonable efforts to include the following information for each Lead: name, email address or contact number and any other information provided by the Provider in its sole discretion, as of the time such information is supplied and submitted to the Provider by the potential consumer.
    5. ‌The Provider shall supply Leads to the Customer through the Hosted Services at the Provider’s sole discretion and the Customer is responsible for checking the Hosted Services on a regular basis for new Leads.
    6. ‌The Provider offers a number of additional methods by which the Customer may become aware of new Leads. These methods include an Application Programmer Interface (API) and notification emails. The Provider shall not be held responsible if the customer fails to be made aware of any new Lead through these additional methods. The Customer shall be charged for the Lead as normal.

      New methods may be added and existing methods altered or removed at the discretion of the Provider. If any existing methods are to be removed and are in use by the Customer, the Provider shall give the client twelve weeks notice of the change.
    7. The Provider may at its discretion offer the Customer a number of Leads free of charge either in writing or as detailed in the Services Order Form.
    8. The Customer shall be pay the Charges for each Lead listed within the Hosted Services that has not been cancelled under the Rejection Policy, or has not been supplied free of charge, regardless of whether or not the Customer acts on or contacts such Lead. ‌
    1. Use of Leads

    2. ‌The Provider hereby grants to the Customer for the term of this agreement a non-exclusive, non-transferable, limited licence to use the Leads for purposes of contacting and soliciting such potential clients about the Customer’s conveyancing services only. The Customer shall not offer any additional services to the Lead without prior consent of the Provider.
    3. ‌The Customer shall have no rights to grant sub-licences or transfer the Leads to any third parties without the prior express written approval of the Provider. For the avoidance of doubt, the Leads are for the benefit of the Customer and the Customer shall not re-sell or otherwise transfer any Lead to any third party without the prior express written approval of the Provider. Such licence shall terminate immediately upon termination of this agreement for any reason.
    4. ‌In order to contact Leads, the Customer may make reasonable use of automated processes (for example automated emails and text messages), combined with manual processes (for example phone calls). If the Provider receives multiple complaints from Leads stating that the contact regime of the Customer is excessive, the Provider may request that the Customer review their contact process.
    5. ‌The Customer shall ensure that a procedure is in place to act upon the contents of any notifications sent to the Customer by the provider in relation to a given Lead. A notification may be issued in circumstances including, but not limited to:
          
      i) The Lead has contacted the provider to inform them that they have chosen a conveyancing provider, and does not wish to be contacted further by the Customer
      ii) A consumer entered their details incorrectly and the phone number and/or email address provided belongs to someone other than the Lead
    1. Leads & Compliance with Marketing Regulations

    2. ‌The Customer shall ensure that all Leads (and all corresponding underlying Lead information) provided hereunder are used, contacted (via email or telephone), maintained and accessed by the Customer in compliance with applicable law, including without limitation, the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code).
    1. Leads & Professional Regulation

    2. ‌The Customer is responsible for ensuring that the Provider satisfies any regulatory requirements that the Customer is subject to, in relation to the supply of Leads to the Customer.
    1. Leads & Complaint Resolution

    2. ‌The Provider uses the Resolver service (www.resolver.co.uk) in order to mediate any consumer complaints about the services provided through the Hosted Services. The Customer agrees to make reasonable efforts to swiftly resolve any complaints that are raised through the Resolver service about the Customer.
    1. Lead Rejection Policy

    2. ‌The Customer may request a Lead be rejected through the Hosted Services if they meet any of the following criteria:

      i) The contact number and email address are invalid, noting that in cases where the Provider has verified the phone number and/or email address this rejection reason will not be available
      ii) The Lead is a duplicate of a Lead supplied within the last 30 days

    3. ‌If the reason for rejecting a given Lead does not fall into either of the categories above, the Customer shall provide a reason for the rejection. The reason shall be reviewed by the Provider, whose decision on the validity of the rejection reason is final and binding upon the Customer.
    4. ‌By way of example, the Customer may not reject a given Lead through the Hosted Services if the Lead:

      i) has chosen to become a client of a different legal services provider
      ii) has chosen to not become a client of the Customer
      iii) was listed in the Hosted Services but the Customer did not receive an email notifying them of the new Lead
      iv) is not ready to proceed with their legal matter yet

      The above points (I) to (IV) are by way of example only and are not intended to be exhaustive.

    5. From the Delivery Timestamp of a given Lead, the Customer has two working days in which to request that a Lead is rejected. If the rejection is approved, the Customer shall not be charged for the Lead.‌
  1. Schedule 1 (Acceptable Use Policy)

    1. Introduction

    2. This acceptable use policy (the "Policy") sets out the rules governing:
      1. the use of the website at [advc8.co.uk], any successor website, and the services available on that website or any successor website (the "Services"); and
      2. the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
    3. References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to ADVC8 Limited (and "we" and "our" should be construed accordingly).
    4. By using the Services, you agree to the rules set out in this Policy.
    5. 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.
    6. You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.
    1. General usage rules

    2. 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.
    3. You must not use the Services:
      1. in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
      2. in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
    4. You must ensure that all Content complies with the provisions of this Policy.
    1. Your content: rules

    2. 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).
    3. Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
      1. be libellous or maliciously false;
      2. be obscene or indecent;
      3. infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
      4. infringe any right of confidence, right of privacy or right under data protection legislation;
      5. constitute negligent advice or contain any negligent statement;
      6. constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
      7. be in contempt of any court, or in breach of any court order;
      8. constitute a breach of racial or religious hatred or discrimination legislation;
      9. be blasphemous;
      10. constitute a breach of official secrets legislation; or
      11. constitute a breach of any contractual obligation owed to any person.
    4. You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
    1. Your content: licence

    2. ‌In this policy, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our Hosted Services for storage or publication on, processing by, or transmission via, our Hosted Services.
    3. ‌You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media during the time you hold an Account with us.
    4. ‌You grant to us the right to sub-license the rights licensed under Section 4.2
    5. ‌You may edit your content to the extent permitted using the editing functionality made available on our Hosted Services.
    6. ‌Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.
    1. Graphic material

    2. 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.
    3. Content must not depict violence in an explicit, graphic or gratuitous manner.
    4. Content must not be pornographic or sexually explicit.
    1. Factual accuracy

    2. Content must not be untrue, false, inaccurate or misleading.
    3. Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
    4. ‌The Customer is responsible for the initial setup of their company information within the Hosted Services, for any changes to that information thereafter, and for ensuring that all information is accurate, including information on legal costs.
    5. ‌Where an instant quotation will be provided to a consumer on behalf of the Customer, the Customer shall make reasonable efforts to ensure that the quotation provided is as accurate as possible.
    1. Negligent advice

    2. Content must not consist of or contain any financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any financial, investment, taxation, accountancy, medical or other professional advisory services with the exception of legal advice and services.
    3. Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
    1. Etiquette

    2. Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
    3. Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
    4. Content must not be liable to cause annoyance, inconvenience or needless anxiety.
    5. You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
    6. You must not use the Services for the purpose of deliberately upsetting or offending others.
    7. You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
    8. You must ensure that Content does not duplicate other content available through the Services.
    9. You must ensure that Content is appropriately categorised.
    10. You should use appropriate and informative titles for all Content.
    11. You must at all times be courteous and polite to other users of the Services.
    1. Marketing and spam

    2. Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
    3. You must not send any spam to any person using any email address or other contact details made available through the Services or that you find using the Services.
    4. You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.
    5. You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.
    1. Regulated businesses

    2. You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
    3. You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.
    4. You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.
    1. Monitoring

    2. You acknowledge that we may actively monitor the Content and the use of the Services.
    1. Data mining

    2. 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.
    1. Hyperlinks

    2. You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
    1. Harmful software

    2. 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.
    3. 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.