Legal
Terms and conditions v3.0
Version 3.0 - effective from 11 October 2010 until 21 November 2010 inclusive.
Background
These Terms and Conditions apply as between UKFunders and Users and as between UKFunders and Subscribing Organisations. A User’s agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon the User’s first use of the Web Site. If a User does not agree to be bound by these Terms and Conditions, the User should stop using the Web Site immediately. These Terms and Conditions are incorporated into a Subscribing Organisation’s Subscription Agreement. A Subscribing Organisation’s agreement to comply with and be bound by these Terms and Conditions is deemed to occur on the date of its Subscription Agreement.
1. Definitions and Interpretation
In this agreement the following terms shall have the following meaning:
“Access Terms Summary” means the web page entitled “Confirm account details” making an offer of a Subscription Agreement;
“Account” means the credentials, including but not limited to email address and password, that are used by a Registered User to access Paid Content;
“Activation date” means the date on which the first Account is set-up pursuant to a Subscription Agreement;
“Client” means any customer or bona fide prospective customer;
“Content” means any text, graphics, logos, icons, images, sound clips, video clips, software, data compilations, page layout, underlying code, software and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;
“Free Content” means Content that is accessible to all Users;
“Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, Marks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;
“Letter of Engagement” means a letter from UKFunders making an offer of a Subscription Agreement;
“Marks” means any and all trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans whether or not registered;
“Paid Content” means Content that is accessible only to Registered Users;
“Organisation” means a legal entity including, for the avoidance of doubt, an individual;
“Registered User” means any User with an Account;
“Output” means any output including, without limitation, any short list or report of funders and/or funds and any details of funders and/or funds produced by, or exported from, the Web Site;
“Termination Date” means the date a Subscription Agreement expires and is calculated by reference to the Activation Date and the Subscription Period;
“Service” means collectively any online facilities, tools, services or information that UKFunders makes available through the Web Site either now or in the future;
“SME” means any enterprise having a staff headcount of fewer than 250 and a turnover over less than €50 million and/or a balance sheet total of less than €43 million;
“Spin Out Company” means any SME to which the Subscribing Organisation has licensed or assigned, or intends to license or assign, intellectual property;
“Special Conditions” means any conditions in a Subscription Agreement that are marked as Special Conditions. Any such conditions take precedence over the terms of these Terms and Conditions;
“Subscribing Organisation” means an Organisation that has entered into a Subscription Agreement;
“Subscribing Organisation’s Marks” means any Mark of a Subscribing Organisation;
“Subscription Agreement” means either (i) a Letter of Engagement that has been properly executed by both UKFunders and a Subscribing Organisation and which specifies, without limitation, the Subscribing Organisation, the Period, the Fee, the Type, the number of Accounts the Subscribing Organisation is entitled to, and/or any restrictions on the domain of Registered Users and any Special Conditions, or (ii) an Access Terms Summary that specifies, without limitation, the Subscribing Organisation, the Period, the Fee, the Type, the number of Accounts the Subscribing Organisation is entitled to and any Special Conditions, and which has been acknowledged by a User on behalf of a Subscribing Organisation by ticking the checkbox marked “I agree to the UKFunders Terms & Conditions” on the Access Terms Summary and proceeding to the payment system;
“Fee” means the sum of money specified in a Subscription Agreement;
“Period” means the period of time specified in a Subscription Agreement;
“Type” is as specified in the Subscription Agreement;
“UKFunders” means UKFunders Ltd having registered company number 07312969 and its Registered Offices at 45A Station Road, Willington, Bedford, Bedfordshire, MK44 3QL, UK;
“User” means any party that accesses the Web Site. For the avoidance of doubt User includes, without limitation, any Registered User; and
“Web Site” means the website www.UKFunders.co.uk and any sub-domains of this site.
2. Intellectual Property
Users and Subscribing Organisations acknowledge and agree that UKFunders and/or its licensors own all Intellectual Property Rights in the Services, the Web Site, the Content, UKFunders’s Marks and any Outputs. Except as expressly stated herein, this agreement does not grant any User or any Subscribing Organisation any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Web Site, the Content, UKFunders’s Marks and any Output.
3. Third Party Intellectual Property
Where expressly indicated, certain parts of the Services, the Web Site, the Content, and any Output and the Intellectual Property Rights subsisting therein may belong to other parties (the “Third Party Material”). This Third Party Material, unless expressly stated to be so, is not covered by any permission granted by Clauses 4 and 9 of these Terms and Conditions to use Content from the Web Site. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.
4. Use of Free Content
A User may not print, reproduce, copy, distribute, store or in any other fashion re-use Free Content from the Web Site for any purpose unless either:
4.1 otherwise indicated on the Web Site; or
4.2. directly given express written permission to do so by UKFunders.
In particular, without limitation, a User may not systematically copy Free Content from the Web Site with a view to creating or compiling any form of comprehensive collection, compilation, directory or database, or for creating any aggregated data derived from the Free Content, unless given express written permission to do so by UKFunders.
5. Use of Subscribing Organisation’s Marks
If pursuant to a Subscribing Organisation whose Type is “Professional” the Subscribing Organisation’s Marks shall be affixed to any Output generated by the Subscribing Organisation’s Registered Users then the Subscribing Organisation hereby grants to UKFunders a non-exclusive licence to use the Subscribing Organisation’s Marks on any Output so generated and the Subscribing Organisation shall indemnify UKFunders against all costs, claims, damages, losses and expenses arising as a result of any claim or action that the Subscribing Organisation’s Marks infringe any Intellectual Property Rights belonging to a third party.
6. Links to Other Web Sites
This Web Site may contain links to other sites. Unless expressly stated, these sites are not under the control of UKFunders. UKFunders assumes no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them and UKFunders makes no representation about such sites, any materials found there or any results obtained from using such site.
7. Links to this Web Site</h3 class=”text-teal>
7.1. Users and Subscribing Organisations are encouraged to place links to the Web Site from their own website and may do so without prior permission provided that any such links do not:
7.1.1 in any way suggest that UKFunders is endorsing any products or services other than its own; or
7.1.2 misrepresent the relationship between the linker and UKFunders nor present any other false information about UKFunders; or
7.1.3 distort or change any of UKFunders’s Marks without express written permission from UKFunders; or
7.1.4 display or use a link in a manner that causes the Web Site or any portion of its Content to display within a frame or border, be associated with any advertising or sponsorship not part of the Web Site, or otherwise incorporate Content into a third-party website; or
7.1.5 alter, block or otherwise prevent display of any content of the Web Site; or
7.1.6 link to the Web Site if the linker’s website may reasonably be considered to be obscene, defamatory, harassing, offensive or malicious, or if the linker’s website infringes any third party rights or otherwise does not comply with all applicable laws or regulations.
7.2 UKFunders reserves the right to revoke the right to link to the Web Site granted under Clause 7.1 at any time.
8. Subscriptions
8.1 A Subscription Agreement entitles a Subscribing Organisation to set up, have set up, delete or have deleted, an Account for one or more Registered Users so long as the Number of Accounts specified in the Subscription Agreement does not exceed that specified in the Subscription Agreement and so long as the domain(s) for those Accounts is/are as specified in the Subscription Agreement.
8.2 Subscribing Organisations are responsible for ensuring that their Registered Users comply with these Terms and Conditions.
8.3 A Subscribing Organisation will be invoiced the Subscription Fee on the Activation Date and the Subscribing Organisation will pay the Subscription Fee in full within 30 days.
8.4 The Subscribing Organisation will keep confidential the Subscription Agreement.
8.5 UKFunders reserves the right to change Subscription Fees from time to time and reserves the right to make any special offers to any customers.
9. Use of Paid Content
9.1 Until the Termination Date a Registered User is granted a non-exclusive, royalty free, licence to use Paid Content for the purpose of producing Outputs.
9.2 UKFunders hereby grants a Subscribing Organisation a non-exclusive, perpetual, royalty-free licence to use, display and reproduce Outputs.
9.3 Without limitation, a User may not print, reproduce, copy, distribute, store or in any other fashion re-use Paid Content from the Web Site for any purpose other than the production of Outputs. Specifically a User may not systematically copy Paid Content from the Web Site with a view to creating or compiling any form of comprehensive collection, compilation, directory or database, or for creating any aggregated data derived from the Paid Content, unless given express written permission to do so by UKFunders.
9.4 Under the licence referred to in Clause 9.2, all Subscribing Organisations whose Type is “Academic”, “Corporate” or “Professional” may share Outputs with their Spin Out Companies.
9.5 Under the licence referred to in Clause 9.2, Subscribing Organisations whose Type is “Professional” may also share Reports with their Clients.
9.6 Any Outputs that are shared in accordance with Clauses 9.4 and 9.5 are intended for the use of legitimate recipients only. The Registered User and their Subscribing Organisation must take adequate steps to ensure that the recipient does not share the Outputs outside the recipient’s Organisation. In particular the Registered User, the Subscribing Organisation and any Client or Spin Out Company should not remove any notice that appears on the Output and specifies the limits on distribution or remove any of UKFunders’s Marks that appear on the Output.
9.7 Registered Users may continue to share Outputs in accordance with Clauses 9.4–9.6 after the termination of a Subscription.
10. Accounts
Sharing of Accounts is not permitted unless expressly authorised in writing by UKFunders. Registered Users are required to keep their Account details confidential.
11. Termination of Subscriptions
11.1 A Subscription Agreement will automatically terminate on the Termination Date.
11.2 A Subscribing Organisation may terminate its Subscription Agreement at any time. In such circumstances the Subscribing Organisation will not be entitled to any refund.
11.3 UKFunders may terminate a Subscription Agreement if a Subscribing Organisation and/or its Registered Users is in breach of these Terms and Conditions. This shall be without prejudice to any other action UKFunders may be entitled to take against a Subscribing Organisation and/or a Registered User.
11.4 Upon termination of a Subscription Agreement, howsoever caused, UKFunders will remove all Accounts set up by, or on behalf of, the Subscribing Organisation.
11.5 Upon termination of a Subscription Agreement, howsoever caused, the Subscribing Organisation will not be entitled to any refund.
12. Termination of Accounts
12.1 Registered Users may terminate their Account at any time.
12.2 UKFunders may terminate an Account if requested to do so by the Subscribing Organisation.
12.3 UKFunders may terminate an Account if either the associated Subscription Agreement is terminated pursuant to Clause 11.1–11.3; or the associated Registered User is in breach of these Terms and conditions.
12.4 Termination pursuant to Clause 12.3 shall be without prejudice to any other action UKFunders may be entitled to take against a Registered User or their Subscribing Organisation.
12.5 Upon termination of an Account a Registered User will cease to have access to Paid Content.
13. Privacy
Use of the Web Site is also governed by the Web Site’s Privacy Policy which is incorporated into these terms and conditions by this reference.
14. Disclaimers
14.1 UKFunders makes no warranty or representation that the Web Site or any Output (the “Material”) will meet the requirement of a User or a Subscribing Organisation, that it will be of satisfactory quality, that the Material will be fit for a particular purpose, that the Material will not infringe the rights of third parties, that it will be compatible with all systems, or that the Material will be secure.
14.2 Whilst reasonable endeavours have been made to ensure that all information provided on this Web Site will be accurate and up to date, UKFunders makes no warranty or representation that this is the case. We make no guarantee of any specific results from the use of the Services.
14.3 No part of the Web Site is intended to constitute advice and neither the Content nor any Output should not be relied upon when making any decisions or taking any action of any kind.
14.4 Commercial use of the information on this Web Site is permitted, however UKFunders makes no representation or warranty that this Content is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.
14.5 Whilst every effort has been made to ensure that all descriptions of services available from UKFunders correspond to the actual services available, UKFunders is not responsible for any variations from these descriptions.
15. Availability of the Web Site
The Service is provided “as is” and on an “as available” basis. UKFunders gives no warranty that the Service or any Output will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. UKFunders accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
16. Limitation of Liability
UKFunders’s liability to a Subscribing Organisation for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these Terms and Conditions shall be limited to the value of a Subscribing Organisation’s current Subscription Fee.
For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein, to the maximum extent permitted by law, UKFunders accepts no liability. Users should be aware that they use the Web Site and its Content or any Output at their own risk. UKFunders shall have no liability whatsoever to anyone not subject to these Terms and Conditions or to anyone subject to these Terms and Conditions prior to them becoming bound by these Terms and Conditions. Nothing in these Terms and Conditions excludes or restricts UKFunders’s liability for death or personal injury resulting from any negligence or fraud on the part of UKFunders.
Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
17. No Waiver
In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
18. Updating Terms and Conditions
UKFunders reserves the right to update these terms and conditions from time to time and without notice. If UKFunders does so the updated terms and conditions will take effect for Subscribing Organisations and Registered Users after their Termination Date. For all other Users the updated terms and conditions will take effect immediately and their agreement to comply with and be bound by the updated terms and conditions will be deemed to occur their first use of the Web Site after the update. In the event of any conflict between the updated Terms and Conditions and any prior versions thereof, the provisions of the updated Terms and Conditions shall prevail unless it is expressly stated otherwise.
19. Assignment
The Subscribing Organisation may not assign or transfer any of its rights or obligations under a Subscription Agreement without the prior written consent of UKFunders. UKFunders may assign or transfer its rights under a Subscription Agreement without consent, provided that it gives advance notice to the Subscribing Organisation.
20. Third party rights
These Terms and Conditions are made solely for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
21. Notices
All notices/communications shall be given to UKFunders either by post to UKFunders’s Registered Offices or by email. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
22. Law and Jurisdiction
These Terms and Conditions and the relationship between UKFunders and a Subscribing Organisation or User shall be governed by and construed in accordance with the Law of England and Wales, UKFunders, Subscribing Organisations and Users agree to submit to the exclusive jurisdiction of the Courts of England and Wales.