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OPTINDIGO.COM Document and Website License Terms Date: Feb 15th 2018. 1. ABOUT OPTINDIGO OPTINDIGO is a trading name of New Marketing Systems Ltd, a company registered in England and Wales with company number 10860289, registered office at 8B PROGRESS INDUSTRIAL PARK, KIRKHAM. 2. ABOUT THIS DOCUMENT This document describes the terms of the agreement that we provide for any document toolkits, templates and other products by OPTINDIGO. In consideration of our supplying a license to use the document toolkits, templates and other works, and by doing anything with any document toolkit, templates and anything else supplied by us, you agree to enter a sales contract and comply with these terms. These terms apply to all document toolkits, templates and other items supplied by us on or after date above. Nothing in these standard licence terms shall affect your statutory rights, to the extent that they may not be limited or excluded by law. 3. DEFINITIONS In this licence: “licence” means the licence detailed below; “intellectual property rights” means copyrights, design rights, patent rights, trade marks, rights in databases, rights to confidentiality, know-how and privacy, and all other rights, in and to the products or any works forming part of the content of the products; “product” means the document toolkits, templates and other works; ”sale contract” means the contract (whether or not with you) under which we agreed to grant the licence or under which the products were supplied to which these standard licence terms were applied; “third party works” means any works included in the products, where the intellectual property rights in such works belong to a third party; “URL” or “link” means a uniform resource locator, being the address of a resource on a server connected to the internet, also known as a web address; “website” means each of our websites, and any content and services available through the same, including any website on which these standard licence terms appear, and any third party websites we use; “we”, “us”, “our”, “OPTINDIGO” and “NMS” means New Marketing Systems Ltd; “you” and “your” and the “licensee” the person identified as the licensee under the associated sale contract; “works” includes documents, spread-sheets, images, templates, or other items as provided. 5. LICENCE Summary: Upon purchase, you may view, download, use, customize and modify the documents, spread-sheets, files and templates in the purchased GDPR Document Pack and make copies, adaptations, or compilation works from these templates for internal use within the organization with which you are affiliated or associated only. These templates may not be sold, resold, licensed, or sublicensed in the non-customized form presented here without the prior written consent. If you have purchased a licence, we grant to you, on and subject to these licence terms, a non-exclusive licence to copy, edit, and modify the products for use in one company, organisation, or legal entity. The licence shall commence on delivery of the products under the sale contract, and shall continue without limit of time, but may be terminated in accordance with terms described in this agreement. The licence also extends any updates to the documents and web site content that we make and publish during the period of 6 months from the date of commencement of the licence. You shall not and may not assign or transfer to any third party the licence or any rights under or in relation to it, or purport to do so. You shall not be permitted to sub-licence any of your rights under the licence. You agree not to disclose the products to any third party, except that you if you have purchased a full licence may disclose your completed live document set to any third party certification authority to whom you reasonably need to disclose the same to provide evidence. You acknowledge and agree that: all intellectual property rights in and to the products are and shall be and remain our sole and absolute property and that nothing in the licence shall or is intended to effect an assignment of any title or interest in or to such intellectual property rights to you. You shall enable us to and co-operate with us in auditing your compliance with this licence. 6. COPYRIGHT NOTICES You shall not remove, modify or obscure any notice of our intellectual property rights, or claim that the intellectual property rights in the products are yours. You shall reproduce such notices on any copies of the products you make in whole or in part, and you shall ensure that the products include any notices required by any licence terms. 7. WEBSITE TERMS These terms and conditions govern your use of our websites; by using the websites, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use our websites. By using the websites and agreeing to these terms and conditions, you consent to our use of cookies, privacy policy, and associated term and conditions. When you visit our websites, you accept and agree to be bound by these website terms. You also agree to these website terms if you order products from us, register for an account with our website, or use any services of this website. The website as a whole is usable by persons of all ages, however purchases may only be completed by persons over the age of 18 (or over 21 in jurisdictions where this is the legal age of majority) or by persons under that age with the supervision of an adult. We do not undertake to make our website available at all times, and our website may be suspended or unavailable at any time for any reason without your consent or informing you, including, without limitation, due to problems with any underlying systems, maintenance and change. Our website is provided on an “as is” and on an “as available” basis, and we do not promise that our website will be free from defects or faults, fit for any particular purpose, accurate, compatible, or of satisfactory quality. Certain parts of our website may be restricted to those persons who have registered for an account or purchased products from us. We may alter, add to and remove the range of products available, and the format and pricing for our products, at any time and from time to time without your consent or informing you, and we do not undertake to keep all products available at all times. Please note that products may remain referenced on the website for a short time before removal. Our website is our invitation to do business with you. No part of this website is intended to constitute a contractual offer to sell or supply any products or licences capable of acceptance. Your order constitutes a contractual offer to us and is subject to our acceptance. Our acceptance of that offer occurs and the contract to sell you the product is formed upon the ordered products being made available to you, including by our supplying you with a URL from which they may be downloaded. Any of your content you upload to our website, where it is clear that it is intended to be published on our website or transmitted to a third party , is agreed to be supplied by you on a non-confidential basis and with will be considered non-confidential. You shall indemnify us against any loss including any third party liability we may suffer or incur caused by your content so upload where it breaches any of the terms of this document. It is not possible for us to guarantee that we can keep viruses and similar malicious software or code out of our website or products. You must ensure that you have adequate virus protection for your own computer systems that you use to access our website or open and read our products, and that you make frequent back-ups of your computer systems and data. We may require you to register for an account to be able to order from us or to use any other services, or we may give you the option of registering for an account to manage your orders and facilitate future ordering by allowing you to save certain information, or to access and use other services on our website. Any registration for an account is at our sole discretion, and these website terms shall govern the registration. If we give you the option of setting or controlling your password, you must ensure that your password is strong, unique and kept secure. You must take good care of all usernames and passwords for your accounts, to prevent them from being stolen or used without your authority. It is recommended that you do not share your account details with anyone, particularly your username and password, and we shall have no liability for any losses or damages incurred as a result of your account details being shared by you. If you use a shared computer, it is recommended that you do not save your account details in your internet browser. You must keep all your information in your account truthful, accurate, complete and up-to date. You must use any functionality in your account to amend your information accordingly, and you must otherwise inform us promptly if any of your information becomes out of date. We may assume that all your information in your account is truthful, accurate, complete and up-to-date. Any use made of your account is deemed to be by you or with your authority, unless and until you notify us otherwise. We do not monitor accounts for unauthorised access or use. If you have reason to believe that your account details have been obtained by another without consent, or that there is any unauthorised use of your account, you should contact us immediately to suspend your account. Please be aware that due to the instantaneous nature of product delivery, pending or completed purchases cannot be cancelled. We may vary the content, facilities and functions of all accounts and services at any time and from time to time without notice to you. We may at any time terminate or suspend your account or any services, or access to your account or any services, with or without notice to you. You may terminate your account at any time by notice to us, although note that your information and content relating to such account may be retained by us after such termination for as long as we determine, and our privacy policy details how we handle personal data. This website may contain links to third party sites. These third party sites are not under our control, we assume no responsibility for these third party sites and we disclaim liability for any and all forms of loss or damage you may suffer arising out of your use of them. The inclusion of a link to a third party site on this website does not imply any endorsement of the site or the controller of that site. Those wishing to place a link to this website on other sites may do so only to the home page of this website. Deep linking (i.e. links to specific pages within our website) requires our express prior written permission. Our privacy policy sets out our policy in relation to how we handle personal data. This is available on request and for download from our website. Our privacy policy is not a contractual document. The free consultancy and paid consultancy services are subject to availability and we make no guarantee that consultancy will be available at all times. Consultancy is offered by phone, email, or using online chat services only. Any consultancy advice is offered without guarantee or warranty, you are always advised to seek independent legal or technical advice - please see the ‘Our Liability’ section for more details. 8. OUR LIABILITY You shall not, and shall procure that no associate shall, make any claim against us to the extent our liability is intended to be limited to £100. We will not be liable to you under the law of contact, the law of torts or otherwise in relation to the contents of, or use of, or otherwise in connection with, this website: * for any indirect, special or consequential loss; or * for any compliance loss, business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data. We shall have no liability for any disruption or non-availability of the website resulting from force majeure and other 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. Our website and products shall be used at the sole risk of you or any other user of them. Our website and products do not amount to and are not intended to amount to any advice or representation from us that you or any other person may rely on, and you rely upon them at your own risk when making any decisions or taking any action of any kind. Where our website or products are legal contracts or contain information about any laws, they are not provided as legal advice, and you must obtain your own independent legal advice in relation to and before relying on the same. You shall pay all legal fees (on an indemnity basis), court fees, and other fees, costs and expenses incurred by us in: (a) enforcing the licence or our intellectual property rights against you or any associate of yours; (b) enforcing any settlements or judgements obtained by us against you or your associates in relation to the licence or our intellectual property rights; and (c) in successfully defending any claims brought by you against us. We assume no, and you agree that we shall have no duty of care to you or any of your associates with respect to the products, that the products shall be used at the sole risk of you and your associates, that the products do not amount to any advice or representation from us that you or your associates may rely on, and you shall and shall ensure that your affiliates do not make any claim against us in this regard. You agree that you have not been induced to enter into the licence by any representation from us, but without affecting any liability we may have for fraudulent misrepresentation. You agree that we shall have no liability to you or any of your associates for any of the following losses you or your associates may suffer, whether direct or indirect, and whether foreseeable or not: loss of profit, revenue, opportunity, custom, business, contract, expectation, or reputation; any fines; any cost or expense incurred in reliance on the licence or the products; any cost of purchasing substitutes for the products; and any liability to any third parties. You agree that we shall have no liability to you or your associates for any special, indirect, or consequential loss you or your affiliates may suffer. You agree that our liability to you and your associates shall in any event be limited to the price payable under the sale contract for the licence. The caps in liability in the previous section shall apply both to any single event or circumstance giving rise to our liability, and to all events or circumstances giving rise to our liability in the aggregate. Nothing shall limit or exclude our liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by our negligence. References to our liability to you or your associates includes: liability for breach of the licence; liability under the terms of the licence; liability for breach of a duty of care or other negligence arising in connection with the products, including negligent misstatement; liability for misrepresentation (other than fraudulent); liability for breach of any statutory duty or liability under a statute; and any liability of any nature (including any of the foregoing) arising out of, in connection with the products or the licence. You agree that for the purposes of this clause, references to us include our shareholders, officers and employees, who shall benefit from this clause as a third party right. Any advice or consultancy offered shall be used at the sole risk of you or any other user of them. Our consultancy and advice services are not intended to amount to any information or representation from us that you or any other person may rely on, and you rely upon them at your own risk when making any decisions or taking any action of any kind. Where our advice or consultancy services refer to legal contracts or contain information about any laws, they are not provided as legal advice, and you must obtain your own independent legal advice in relation to and before relying on the same. 9. TERMINATION The licence shall terminate automatically in the circumstances where the licence is stated to terminate under the sale contract if any, including due to non-payment of any amounts payable under the sale contract. If you commit any breach of the licence other than a trivial breach and you do not remedy that breach within 7 days of notice from us of the breach, then we may at any time after that point terminate the licence, and such breach shall be deemed to be a breach of the licence. If the licence is terminated, for any reason then you shall, and you shall ensure that any copy of the products shall, securely and irretrievably delete and destroy all copies of the products, all full or partial copies subsequently deriving from them, and all other works you or the licensee makes which include any full or partial copy of the products, and you must confirm in writing that such deletion and destruction has been completed within 7 days of termination. Due to the nature of this digital download product we do not provide refunds on payments made on the document packs. Exceptionally we will refund the cost of outstanding consultancy time as charged at £50/hour, this is at our discretion and is made with our prejudice. 10. GENERAL Any notice under the licence shall be valid only if sent in writing by hand, pre-paid courier or post, or email to, or left in writing at, the address or number supplied by the other party or any person purchasing the licence on their behalf, or to the registered office of the other party (if any), or if neither of those is available, to any office or trading address of the other party, to the address of any director of the other party, or to the last known address or fax number of the other party. A notice shall be deemed to have been duly given and received when (and only when): delivered or left at the other party’s address, if sent by hand, courier or other messenger, or recorded delivery post; if sent by email, when delivery to the mail server of the intended recipient has been completed; or if sent by post, on the 5th day following mailing, if to an address in the same country as the sender, and on the 10th day following mailing, if to an address in a different country. We may assign or transfer to any third party the benefit of the licence and any rights under it to a third party to whom we may assign the intellectual property rights in the products. These standard licence terms represent the entire terms of the licence and the entire agreement between you and us. All terms implied by law and rights created by statute in your favour or to your benefit shall be excluded from and shall not apply to the licence or any agreement in relation to the licence to the fullest extent permitted by law. Except as provided above, the licence shall not benefit or be enforceable by any third party, including any affiliate of the licensee. No waiver No failure or delay by either party in enforcing the performance of any provision of the licence shall constitute a waiver of that provision or the right to subsequently enforce that provision or any other provision of the licence. No waiver by a party of any breach of the licence shall be valid unless in writing. Any waiver by a party of any breach of the licence shall be valid only for the circumstances of that breach, and shall not be a waiver of any preceding or subsequent breach of the same or any other provision or constitute a continuing waiver. Severance In the event that one or more of the provisions of the licence is found by a court or tribunal of competent jurisdiction to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of the licence, but the remainder of the licence shall continue to be valid and enforceable. Law and jurisdiction The licence including any non-contractual matters and obligations arising therefrom or associated therewith shall be governed by, and construed in accordance with, the laws of England and Wales. Any dispute, controversy, proceedings or claim between the parties relating to the licence including any non-contractual matters and obligations arising therefrom or associated therewith shall be subject to the exclusive jurisdiction of the courts of England and Wales EXCEPT THAT we shall be entitled to bring a claim against you and enforce the licence and our intellectual property rights in any jurisdiction where you are resident, domiciled, established or have any office or place of business. END OF LICENCE TERMS