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Accomplish Licensing

Accomplish Licensing Agreement

Version 3.0

These terms were last updated on 1st March 2013. They may be updated in the future and we'll post the new version here on our website

What some words mean in the licence
So that we can be completely clear, here are some words we use which have specific meanings:

"Customer" means an individual, sole trader or company which has an Accomplish Licence;
"Accomplish Licence" means a current subscription to the Accomplish Platform and it modules;
"Accomplish Platform" means our Accomplish software as a service which is accessed and used via the internet through a password protected admin panel;
“a-cms” means the a-cms website, www.a-cms.co.uk
"us" "we" and "our" refers to Big Red Eye Ltd, a company registered in England with registered number 07346485 and having its trading address at Lower Ground Floor, 41/42 Southgate, Chichester, West Sussex, PO19 1ET, UK, Our VAT number is: 100 3106 03;
"your Data" means any data entered or uploaded by you while using the Accomplish Platform;.

 

1. CREATING AND ACCESSING AN ACCOMPLISH LICENCE

In order to access and use the Accomplish Platform, an Accomplish Licence must be purchased and activated.  You can purchase an Accomplish Licence by contacting a member of our team on 01432 201 200 or emailing info@bigredeye.com.

1.1.    FORMATION OF A CONTRACT

If we accept an application for the creation of an Accomplish account, we will confirm this by email and at that point a legally binding contract will be created between the Customer and us.  If you apply for an Accomplish account to be created, you must therefore ensure that you are authorised to enter into this contract for and on behalf of the Customer.  The contract will be concluded in the English language and the provisions of these Terms of Service shall govern our agreement with the Account Holder and you.

1.2.    ERRORS IN INFORMATION YOU GAVE US

If you made any mistakes in the details you gave to us when applying for an Accomplish Licence, these errors can be corrected by contacting customer services, contact details are on a-cms.

1.3.    REFUSAL TO CREATE AN ACCOUNT

We reserve the right, at our discretion, not to accept an application to create an Accomplish account.  This may be due to technical constraints, because you or your business has been banned by us from using The Service or for any other reason.  No charge will be made by us for declined applications.

1.4.    HOW TO ACCESS THE LICENCE

You will not be able to access and use the Accomplish Platform without a username and password for an Accomplish Licence.  Once an Accomplish account has been created, we will issue you with a username and password.

You can issue additional users their own usernames and passwords from within your Accomplish Platform Admin section.

2.    YOUR RIGHTS

2.1.    YOUR RIGHTS

If the business you represent has an Accomplish Licence and you are authorised by it to use the Accomplish Platform, we grant you a non-transferable, non-exclusive licence to use platform in accordance with these Terms of Service.

You have no right to perform technical changes on the core Accomplish Platform code.

2.2.    CONDITIONS

This licence is strictly subject to compliance with this Licence Agreement by you.

3.    YOUR OBLIGATIONS

3.1.    YOU MUST

Only access the Accomplish Platform by using a password and username which you are authorised to use; and/or you have authorised to your users or 3rd party individuals.

3.2.    YOU MUST NOT

Do anything which could reasonably be expected to damage, disable, overburden, or materially impair the Accomplish Platform or our website generally or which is likely to interfere with any other party's use or enjoyment of The Accomplish Platform.

3.3.    SECURITY

The Customer is ultimately responsible for administering and safeguarding any passwords created to control access to its Accomplish Platform; please keep any password issued to you secure and regularly updated.

3.4.    MAKE PAYMENT

The Customer undertakes to pay the fees and charges set out in 4.2 on time.

4.    PAYING FOR THE LICENCE

4.1.    LICENCE DUE

The Accomplish Licence automatically becomes due when the licence is activated by the customer or access is transferred to the customer by us or one of our 3rd party representatives.

4.2.    LICENCE FEE AMOUNT

A Licence fee for the use of the Accomplish Platform is payable annually in advance by the Customer.  Payment is due on receipt of an invoice for licence.  The licence rates are posted on our website and we may vary these from time to time: please see our Pricing Page for the rates in force for the current month.  Prices on our website are quoted in UK pounds Sterling and exclude VAT, which is also payable.  If you change your Licence package in the future, the change in the Licence fee amount will take effect at the next billing cycle.

4.3.    TAXES

All Charges quoted to the Customer for the provision of the Licences are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time.

4.5.    AUTOMATIC RENEWAL

The Licence and it modules will automatically be renewed on the anniversary of your Licence activation date.  Should you no longer require your Licence please see section 6.

4.6.    NON-PAYMENT

We shall be under no obligation to provide the Accomplish Platform  or any other Big Red Eye Service including hosting and support if the licence fee (plus VAT) is not paid to us on time or any other fees outstanding for hosting or support.  The Customer must ensure that we have complete and accurate billing and contact information throughout the Licence period, including the full name of the Customer, its business address, and a billing contact email address. 

All invoices are sent electronically.  If licence fees or any other fees become overdue, we reserve the right to suspend your access to the Accomplish Platform and put an a-cms holding page up on your website until the balance on your account is paid in full and we may close the Customers access to the Accomplish Platform permanently.

An activation fee will be chargeable of £100 + VAT for reactivating Licences and hosting that are put on hold.  All outstanding fees including the reactivation fee will need to be settled prior to the website going live.

4.7.    FEES FOR MULTIPLE ACCOUNTS

If you would like to use the Accomplish Platform to manage more than one website, you will need to sign up for multiple accounts and pay the licence fee charged by us for each additional Accomplish Licence.

5.    WHO OWNS WHAT

5.1.    RIGHTS IN YOUR WEBSITE DATA

The Customer has sole responsibility for the accuracy and reliability of your Data input into the Accomplish platform.  The Customer retains ownership of any copyright, trademarks, database rights and any other intellectual property rights it has in your Data (such as rights in its logo, for example.)  Intellectual property rights in your Data will not be transferred to us.

We reserve the right to disclose your Data to law enforcement officials in the investigation of fraud or other alleged unlawful activities but otherwise we will only use your Data to provide The Licence.

5.2.    RIGHTS IN OUR SOFTWARE AND OUR WEBSITE

All copyright, database rights, software, trademarks and other intellectual property rights in the Accomplish Platform (including any such rights in our website) are either owned by or licensed to us and nothing in these Terms of Service shall transfer any ownership rights to you or to the Customer.

6.    CANCELLING AN ACCOMPLISH LICENCE

6.1.    CANCELLATION BY YOU

You can cancel an Accomplish licence at any time by giving us 1 month’s written notice to cancel, subject to minimum 12 month licence from the date of you initial licence agreement.

6.2.    SUSPENSION AND CANCELATION BY US

If you fail to abide by these Terms of Service, or if payment of the licence fee/s are not paid on time, we reserve the right to put your website, including your access to the Accomplish Platform, on Hold or permanently cancel the Customers Licence.  If we withdraw access to the Accomplish Licence because these Terms of Service have been breached, no refund will be payable by us.

We also reserve the right to close any Accomplish Licence for any reason, by giving one months written notice.

6.3.    YOUR WEBSITE

If you still require your website following the cancelation of your Licence you can request your website to be hosted without access to the Accomplish Platform.  A fee will be charged to transfer your static website to a hosting environment and a fee for monthly hosting is applicable.

Cancelation of your Accomplish licence removes all rights and ability to edit your website via the Accomplish Platform.  All assets within the Accomplish Platform belonging to you will be downloaded and made available to you, for which an administration fee will be charged.  Access to the data and the website will be restricted until all outstanding fees are paid in full.

7.    DISCLAIMER

7.1.    IMPORTANT

This section restricts the extent to which we are liable for any losses which may be suffered in connection with your use of the Accomplish Platform.  It also requires you to compensate us for any loss we suffer as a result of your failure to comply with these Terms of Licence.

7.2.    NO GUARANTEES

We make no guarantee that the Accomplish Platform will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, bug free, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access the Accomplish Platform.  
We will try to keep disruptions to a minimum, but we may suspend access to the Accomplish Platform Service from time to time to carry out maintenance and support work and to investigate unauthorised use.  Where possible, we will endeavor to provide you with advance notice of any such work.

7.3.    EXCLUSION OF OUR LIABILITY

You use the Accomplish Platform entirely at your own risk.  We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter which it would be illegal to limit or to attempt to restrict.  We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with the Accomplish Platform (even if we have been advised of their possibility.)

7.4.    LIMITATION OF OUR LIABILITY

Where we are not legally entitled to exclude our liability, our total liability for any loss or damage relating to the Accomplish Platform (or to our website generally) shall not exceed an amount equal to the licence fees which the Customer has paid to us in the previous 3 months.

7.5.     SEARCH ENGINE HISTORY

Where an existing website is transferred into the Accomplish Platform, we accept no liability for the existing search engine history being transferred and maintained into your new website.

8.    YOUR WEBSITE

8.1.    WEBSITE CONTENT STANDARDS

The Customer undertakes that any material contained in or linked to its Website and (if applicable) contained in its discussion group, chat room or bulletin board (“Material”) must comply with the following basic standards:

8.1.1.    All information and activities must be legal, decent and honest (in terms of the Customer’s applicable law and standards);
8.1.2.    Data protection legislation within the Customer’s applicable law must be adhered to in order that the collection of personal information is not traded or disclosed illegally;
8.1.3.    Distance selling requirements as relate to on-line activities must be complied with as laid down in the Customer’s applicable law;
8.1.4.    Other applicable trading standards and laws and regulations as the same are created from time to time and notified to the Customer.

8.2.    WEBSITE CONTENT PRINCIPLES

The Customer undertakes to comply with generally accepted principles of Internet usage (whether governed by the laws of any jurisdiction or not) including:

8.2.1.    Refraining from sending “spam” mail, ‘SPAM’ means the abuse of electronic messaging systems to indiscriminately send unsolicited bulk messages;
8.2.2.     never sending mail bombs; trojan horses, viruses or other disruptive programs or devices;
8.2.3.    never pirating or otherwise illegally copying software or other proprietary material;
8.2.4.    never violating the security of any Website or engaging in unauthorised decryption of protected material.

9.    GENERAL LEGAL MATTERS

9.1.    ENTIRE AGREEMENT

These Terms of Licence and our Privacy Policy describe the entire agreement between you, the Customer and us regarding the Accomplish Licence, and supersede any prior understandings or agreements.  The headings are for convenience only and shall not affect the construction or interpretation of these Terms of Licence.

9.2.    CHANGES TO THIS CONTRACT

We reserve the right to change these Terms of Licence from time to time and therefore we may impose new or different terms and conditions on your use of the Accomplish Platform.  These additional terms will be posted on our website and will be effective from the Customers next Licence fee installment.  Your continued use of the Accomplish Platform will be deemed to constitute acceptance by the Customer of all of the new terms.  These Terms of Licence may not otherwise be changed without our written consent.

9.3.    PRIVACY POLICY

We will process information about the Customer in accordance with our Privacy Policy which is available at a-cms.  By using Accomplish, the Customer consents to such processing and warrants that all data provided by the Customer is accurate so far as the Customer is reasonably aware.

9.4.    TRANSFER OF RIGHTS & OBLIGATIONS

We shall be entitled to transfer our rights and/or obligations under these Terms of Licence to another party.  You may not transfer any of your rights or obligations under these Terms of Service without our written consent.

9.5.    WAIVER AND SEVERABILITY

If either you or we ignore any breach of these Terms of Service, it doesn't mean that any further breach cannot be enforced.  Similarly, if any part of these Terms turn out to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of the agreement will still be binding.

9.6.    RESOLVING DISPUTES

These Terms of Licence shall be governed by and interpreted in accordance with English law.  If any party wants to take court proceedings in relation to The Licence, it must do so in England.  You are responsible for compliance with any applicable laws of the country from which you use or otherwise access The Service.

9.7.    FORCE MAJEURE

Neither party shall be liable to the other if its performance of its obligations under this Agreement (other than obligation to pay money) is prevented or hindered due to any circumstance outside its control.

10.    SUPPLY OF SERVICES

10.1.    ACCOMPLISH PLATFORM SERVICE

We do not warrant that the Accomplish Platform will be uninterrupted, error, bug or virus free or that the delivery of emails and data will be without delay.  We will use all reasonable endeavours to maintain an uninterrupted service during Working Hours (08.30 to 17.30, Monday to Friday UK local time excluding statutory holidays in England and Wales).

10.2.    SERVICE LEVELS

10.2.1.    Sites on our managed shared platform are subject to a 98% uptime target, with best efforts made to ensure any site hosting problems are rectified within 1 working day.
10.2.2.    All database data (site content, assets etc) are backed up on a daily basis, with 24 hourly incremental backups and weekly full backups (backup sets are stored for 14 days).  Backups are held off site and a complete rebuilt may take up to 2 days to implement.
10.2.3.    All servers are securely firewalled and monitored. Only the ports required for web access are left open, and all servers undergo routine security assessments and patching (when necessary).
10.2.4.    Servers are located in a physically secure data centre facility, with redundant UPS, on-site generators and multiple, diversely routed, Internet uplinks.
10.2.5.    For customers with specific SLA requirements we can provide bespoke dedicated hosting platforms, making use of load balancers, mirrored servers and hot stand-bys when required.
10.2.6.    The standard Accomplish licence includes with free technical support via email. This support is not subject to a service level guarantee; however we endeavour to respond to queries within 3 working days.

10.3.    ACCOMPLISH PLATFORM MAINTENANCE

It may be necessary for the Accomplish Platform to be temporarily suspended in whole or in part from time to time to carry out maintenance of the Platform.  We will use its reasonable endeavours to undertake any scheduled and planned maintenance or repair work outside of Working Hours (as above) in order to minimise disruption to the Services provided to the Customer.

However we reserve the right to carry out urgent maintenance or repair work at any time.  Services may also be suspended in whole or in part where we or any third party host is obliged to comply with an order, instruction or request of government, a court or other competent administrative authority or an emergency service organisation.  We accept no responsibility or liability to the Customer for any direct or indirect loss or damage that may arise under this clause.

All Scheduled and Urgent Maintenance will not be eligible for a refund of fees.

10.4.    ACCOMPLISH PLATFORM EMAILS

The Accomplish Platform is only intended to support auto responder emails from your websites user’s interaction on your site and it is NOT an email server for the mailing of bulk emails, marketing communications or any other communication.

Whilst we will use reasonable endeavours to do so, it cannot guarantee the delivery of emails to any recipient via the Accomplish Platform as it is dependent upon accurate and up to date email addresses, upon suitable internet availability and connectivity, on various anti spam and junk mail policies adopted by recipient email service providers as well as restrictions regarding the content, wording and graphics of an email.  We will use reasonable endeavours to assist the Customer with methods to maximise the delivery rate of emails, however we make no representations or warranties whatsoever about the speed or number of emails sent that will be delivered to recipients.  We accept no responsibility or liability to the Customer for any direct or indirect loss or damage that may arise under this clause.

10.5.    ACCOMPLISH PLATFORM HOSTING

We use third parties based in the EEA to host the Accomplish Platform application servers for the provision of the Services.  We will use our reasonable endeavours to ensure that any such third party undertakes to provide its services to standards regarding confidentiality and data protection that are no less equal to those contained in these Terms.

All Accomplish Standard Licences include standard hosting of up to 100 MB in size.  Usage above this limit will incur and additional annual licence fee starting at £100 per annum.  Please contact support to enquire about additional hosting requirements.

11.    CONFIDENTIALITY

Neither party shall disclose at any time during the Licence Term or for a period of ten (10) years after Termination, to any third party any information relating to the other party including information relating to: Intellectual Property, software, the Software, materials, Materials, products, systems, operations, processes, plans or intentions, product information, know-how and market opportunities; business identity and affairs of the business, identity and affairs of its directors, officers, employees, customers and potential customers or personal data relating to customers, suppliers, agents, or subcontractors and the like, which comes into the possession of the other party as a result of or in connection with the performance of these Terms.

The provisions of above clause shall not apply to any information which is in or enters the public domain other than by a breach of the above clause or is in the possession of the receiving party without restriction in relation to disclosure before the date of its receipt in connection with these Terms; or is obtained from a third party who is lawfully authorised to disclose such information and is provided to the receiving party without any obligation of confidentiality; or is authorised in advance for release by the disclosing party.

12.    DISPUTE RESOLUTION

All disputes or differences which shall at any time hereafter arise between Accomplish CMS and the Customer in respect of the construction or effect of this Agreement or the rights duties and liabilities of the parties hereunder or any matter or event connected with or arising out of this agreement (a “Relevant Event”) shall be referred to such independent third party (the “Third Party”) as Accomplish CMS and the Customer shall jointly nominate.

If Accomplish CMS and the Customer shall fail to nominate a Third Party within 14 days of the date of occurrence of the Relevant Event then the Third Party shall be nominated at the request of either Accomplish CMS or the Customer by the Chairman for the time being of the Society for Computers and Law.

Big Red Eye Ltd, a company incorporated in England under number 07346485, whose trading office is Lower Ground Floor, Southgate Place, 41-42 Southgate, Chichester, West Sussex, PO19 1ET, UK (“Accomplish CMS”).

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