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| | =Software License Agreement= | | =Software License Agreement= |
| − | 1. BACKGROUND:
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| − | These terms and conditions apply as between you, the User of Services provided therein and Dizions Limited, the owner(s) of the Services and the CharityLog Website(s). Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your acceptance of these terms and conditions prior to your first use of the Services.
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| − | 1. Definitions and Interpretation
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| − | 1.1 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:
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| − | “Account” means collectively the personal information, payment information and credentials used by Users to access the Services through the Web Site;
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| − | “Agreement” means the binding agreement that shall come into effect between the User and Dizions Limited following the User’s acceptance of these terms and conditions and which shall incorporate these terms and conditions;
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| − | “Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Website;
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| − | “Services” means collectively the online facilities, tools, services or information that Dizions Limited makes available through the Website either now or in the future;
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| − | “Support Fee” means the sum of money paid by Users at annual intervals to keep their Account active and to enable them to access the Services;
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| − | “Support Period” means the period for which support has been purchased;
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| − | “User / Users” means any third party accessing the Website and the Services who is not employed by Dizions Limited and acting in the course of their employment; and
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| − | “Website” means the website through which these Services are provided (currently www.charitylog.co.uk ) and any sub-domains of that website unless expressly excluded by their own terms and conditions.
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| − | 1.2 Unless the context otherwise requires, each reference in these terms and conditions to:
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| − | 1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
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| − | 1.2.2 a statute or a provisions of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
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| − | 1.2.3 a Clause or paragraph is a reference to a Clause of these terms and conditions.
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| − | 1.3 The headings used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions.
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| − | 1.4 Words imparting the singular number shall include the plural and vice versa.
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| − | 1.5 References to any gender shall include the other gender.
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| − | 2. Provision of Services
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| − | 2.1 Dizions Limited shall use its best and reasonable endeavours to provide the Services on an error-free basis and without interruption.
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| − | 2.2 Notwithstanding sub-Clause 2.1, Dizions Limited does not provide any guarantee that provision of the Services shall be error-free or without interruption and reserves the right to alter or suspend provision of the Services without prior notice to Users. By accepting these terms and conditions the User acknowledges that the Services may change in form or nature at any time.
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| − | 2.3 Dizions Limited shall have the right, exercisable at its sole discretion, to terminate provision of the Services without prior notice to Users.
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| − | 2.4 Notwithstanding’ Dizions Limited’s right to perform any of the actions detailed in this Clause without prior notice, Dizions Limited shall use its best and reasonable endeavours to provide such notice whenever possible.
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| − | 2.5 Dizions Limited shall provide technical support by telephone and email and reserves the right to pass this responsibility on to a named, suitably trained, third party. Dizions Limited agrees to provide a response to all support requests from the Customer by close of the next business day.
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| − | 2.6 Defects in the software will be corrected as quickly and as as practically possible. Dizions Limited staff will be permitted to view or copy data in order to investigate and correct a reported problem. These data will subsequently be destroyed.
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| − | 2.7 Product enhancements are provided periodically and will automatically become available to the Customer. On occasions where enhancements to the CharityLog system are treated as additional (optional) modules an additional charge over and above the standard annual support/hosting/enhancement fee will be levied. Any additional fees will be advised and must be accepted by the Customer in writing before being incurred.
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| − | 2.8 The Customer cannot opt to run a different version of the software than the version uploaded to the server at any time – all users will operate from the same software.
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| − | 3. Access to Services
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| − | 3.1 The User represents and warrants that they have the authority to enter into the Agreement, to use the Services, and to perform any and all acts as may be necessary under these terms and conditions.
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| − | 3.2 If the User is unable to comply with the requirements of sub-Clause 3.1 they shall be prohibited from using the Services and must not accept these terms and conditions.
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| − | 3.3 In order to use the Services, Users are required to create an Account and to submit certain personal details. By accepting these terms and conditions the User represents and warrants that:
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| − | 3.3.1 any information that is submitted is accurate and truthful;
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| − | 3.3.2 all such information will be kept accurate and up-to-date; and
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| − | 3.3.3 the means by which they identify themselves does not violate any part of these terms and conditions or any applicable laws.
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| − | 3.4 If the User has reason to believe that their Account details have been obtained by another without consent, the User should contact Dizions Limited immediately to suspend their Account. The terms of sub-Clause 3.4 shall apply notwithstanding any related provisions in Clause 16.
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| − | 4. Support Fees
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| − | 4.1 Support fees commence on the date that the User activates their system and will be invoiced annually thereafter.
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| − | 4.2 Dizions Limited reserves the right to change Support Fees from time to time and any such changes may affect Users’ support rates.
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| − | 4.3 Increases in price will be reflected in the User’s Support Fees on the date of the immediately subsequent renewal.
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| − | 4.4 If a User terminates their Account they will continue to have access to the Services for the remainder of the prevailing Support Fee Period up until the renewal date whereupon access will cease.
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| − | 5. Use of Services
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| − | 5.1 The Services are for legitimate use within the not-for-profit sector.
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| − | 5.2 Users are permitted to use the Services only in accordance with:
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| − | 5.2.1 these terms and conditions; and
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| − | 5.2.2 any relevant law, regulation or other applicable instrument in their particular jurisdiction.
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| − | 5.3 Subject to any express agreement to the contrary, Users may only access the Services through the normal means provided by Dizions Limited. Users shall not attempt to download, convert or otherwise reverse-engineer any part of the Services.
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| − | 5.4 The restrictions set out in sub-Clause 5.3 shall not apply to Content submitted or created by a particular User where that User is downloading their Content, nor to any other Content that a User may have permission to access.
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| − | 5.5 Users may not engage in any conduct that may disrupt provision of the Services by Dizions Limited.
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| − | 5.6 Subject to any express agreement to the contrary, Users may not reproduce, copy, duplicate, trade or resell the Services.
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| − | 5.7 Users’ rights to use the Services are non-exclusive, non-transferrable and fully revocable at Dizions Limited’s discretion.
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| − | 6. Intellectual Property
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| − | 6.1 Subject to the exceptions in Clause 7 of these terms and conditions, all Content included on the Website, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of, Dizions Limited or other relevant third parties. By accepting these terms and conditions the User acknowledges that such material is protected by applicable United Kingdom and International intellectual property and other laws.
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| − | 6.2 Subject to Clause 9 Users may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by Dizions Limited.
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| − | 7. Third Party Intellectual Property
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| − | Where expressly indicated, certain Content, such as advertising material, and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clause 6 of these Terms and Conditions to use Content from the Web Site. The exceptions in Clause 9 continue to apply. 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.
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| − | 8. User Content and Intellectual Property
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| − | 8.1 When using the Services to create Content, Users should do so in accordance with the following rules:
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| − | 8.1.1 Users must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory or fraudulent;
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| − | 8.1.2 Users must not submit Content that is intended to promote or incite violence;
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| − | 8.1.3 Users must not submit Content that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks;
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| − | 8.1.4 Users must not impersonate other people, particularly employees and representatives of Dizions Limited or our affiliates;
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| − | 8.1.5 Users must not use the Services for unauthorised mass-communication such as “spam” or “junk mail”.
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| − | 8.2 If any Content is found to be in breach of these terms and conditions, Dizions Limited reserves the right to remove it without notice and may, at its sole discretion, terminate the responsible User’s access to the Services.
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| − | 8.3 Users are solely responsible for any and all Content that they submit or create. Dizions Limited does not endorse, support, represent or otherwise guarantee the accuracy or reliability of such Content.
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| − | 8.4 Users use the Services at their own risk.
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| − | 9. Fair Use of Intellectual Property
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| − | Content may be copied, transmitted, performed, adapted or otherwise re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or other relevant legislation apply.
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| − | 10. Links to Other Websites
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| − | This Website may provide links to other websites as part of the Services. Unless expressly stated, such websites are not under the control of Dizions Limited or that of our affiliates. Dizions Limited assumes no responsibility for the content of the websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website on this Website does not imply any endorsement of that website or of those in control of it.
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| − | 11. Disclaimer of Warranties
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| − | 11.1 Dizions Limited makes no warranty or representation that the Website or the Services will meet Users’ requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, or that they will be secure.
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| − | 11.2 Dizions Limited shall use its best and reasonable endeavours to ensure that all information provided on the Website and the Services is accurate and up to date; however Dizions Limited makes no warranty or representation that this will always be the case. Dizions Limited makes no guarantee of any specific results from the use of the Website or the Services.
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| − | 11.3 No part of the Website or the Services is intended to constitute advice and the Content of the Website and the Services should not be relied upon when making any decisions or taking any action of any kind.
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| − | 11.4 Whilst every effort has been made to ensure that all descriptions of Services available from Dizions Limited correspond to the actual services available, Dizions Limited is not responsible for any variations from these descriptions.
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| − | 12. Availability of the Website and the Services
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| − | 12.1 The Website and the Services are provided “as is” and on an “as available” basis. Dizions Limited gives no warranty that the Website or the Services will be free of defects and / or faults. To the maximum extent permitted by law Dizions Limited provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
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| − | 12.2 Dizions Limited accepts no liability for any disruption or non-availability of the Website or the Services 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.
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| − | 13. Limitation of Liability
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| − | 13.1 Dizions Limited’s liability 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 the User’s Support Fee prevailing at the relevant time. 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 Website, the Services or any information contained therein, to the maximum extent permitted by law, Dizions Limited accepts no liability. Users should be aware that they use the Website, the Services and all relevant Content at their own risk.
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| − | 13.2 Nothing in these terms and conditions excludes or restricts Dizions Limited’s liability for death or personal injury resulting from any negligence or fraud on the part of Dizions Limited.
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| − | 14. Term and Termination
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| − | 14.1 The term of the Agreement shall commence upon the User’s acceptance of these terms and conditions and shall continue until terminated either by the User or by Dizions Limited in accordance with this Clause 16.
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| − | 14.2 If a User wishes to terminate the Agreement they may do so by informing Dizions Limited in writing that they wish to terminate this Agreement.
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| − | 14.3 Dizions Limited reserves the right to terminate the Agreement, a User’s Account and a User’s access to the Services at any time for the following reasons:
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| − | 14.3.1 The User has committed a material breach of these terms and conditions, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the User fails to remedy the breach within 14 days after a written notice to do so;
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| − | 14.3.2 The User has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these terms and conditions;
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| − | 14.3.3 Dizions Limited is required to do so by law;
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| − | 14.3.4 It has become, in the opinion of Dizions Limited, its affiliates or advisers, no longer commercially viable to continue providing the Services;
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| − | 14.3.5 Dizions Limited is no longer providing the Services in the User’s country of residence;
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| − | 14.4 If Dizions Limited terminates a User’s Account as a result of the User’s breach of these terms and conditions the User will not be entitled to any refund.
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| − | 14.5 If the agreement is terminated for any other reason, the User will not be refunded any remaining balance of their Support Fee.
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| − | 14.6 In the event that Dizions Limited terminates a User’s Account, the User will cease to have access to the Services from the date of termination.
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| − | 14.7 If the agreement is terminated for any other reason the User will cease to have access to the Services from the date of termination
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| − | 14.8 In the event that the Agreement is terminated, the User’s Account will be closed and their access to the Services suspended in accordance with sub-Clauses 16.6 and 16.7. Any Content that the User has submitted or created will become inaccessible to all Users from the date on which the Services become inaccessible, however copies may be retained by Dizions Limited as part of standard backup procedures.
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| − | 14.9 Upon termination of the Agreement, the User shall cease to be bound by all obligations set out in these terms and conditions with the exception of those expressly stated to survive the termination of the Agreement.
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| − | 15. No Waiver
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| − | In the event that either the User or Dizions Limited fails to exercise any right or remedy contained in these terms and conditions, this shall not be construed as a waiver of that right or remedy.
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| − | 16. Assignment
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| − | Users may not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of Dizions Limited, such consent not to be unreasonably withheld.
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| − | 17. Severance
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| − | 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.
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| − | 18. Entire Agreement
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| − | These terms and conditions embody and set forth the entire Agreement and understanding between the Parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither the User nor Dizions Limited shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these terms and conditions, save for any representation made fraudulently.
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| − | 19. Notices
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| − | All notices / communications shall be sent to and by Dizions Limited either by post to their premises (see www.charitylog.co.uk for details) or by email to info@charitylog.co.uk. 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.
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| − | 20. Law and Jurisdiction
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| − | 20.1 These terms and conditions, the Agreement and all other aspects of the relationship between the User and Dizions Limited shall be governed by and construed in accordance with the Laws of England and Wales.
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| − | 20.2 Any dispute between the User and Dizions Limited relating to these terms and conditions, the Agreement and all other aspects of the relationship shall fall within the non-exclusive jurisdiction of the courts of England and Wales.
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| − | 21. Escrow
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| − | 23.1 Dizions Limited and the User mutually undertake to execute the Escrow Agreement promptly following execution of this licence. The Supplier additionally undertakes to procure that the Escrow Agent promptly executes the Escrow Agreement.
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| − | 23.2 On the occasion of a Trigger Event the User may claim the source code of the Escrow Agent under the terms of the Escrow Agreement.
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| − | 23.3 The Trigger Events are:
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| − | 23.3.1 Dizions Limited material or persistent breach of this agreement which has not been rectified within a period of 21 days following receipt of written notice from the User to Dizions Limited setting out details of the breach;
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| − | 23.3.2 termination by the Escrow Agent of the Escrow Agreement, if such termination is occasioned by any breach or default by Dizions Limited of its obligations under the Escrow Agreement including, without limitation, failure by Dizions Limited to pay any of the Escrow Agent’s fees; or the insolvency of Dizions Limited; or
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| − | 23.3.3 Dizions Limited being unable to continue providing any of the services set out under this agreement for a period exceeding 21 days; or
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| − | 23.3.4 If access to the CharityLog website and the User’s login to the database confirming the User Data is unavailable for a period exceeding 7 days.
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| − | CharityLog Source Code Agreement (Escrow Agreement)
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| − | The Escrow agent is: Okell and Stewart, Church Row, Ross-on-Wye, Herefordshire HR9 5HR. Tel: 01989
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| − | The full source code of the CharityLog website has been lodged with the Escrow agent. It does not include any data – this is obtained by the organisation from their own log in to their database. The full source code will be updated every six months with the Escrow agent.
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| − | It is available to nominated organisations if they can satisfy the Escrow agent that the CharityLog product has become ‘Unsupported’.
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| − | Currently Dizions Limited is the ‘Supplier’ of the CharityLog system. This agreement is with Dizions Limited. Dizions Limited will inform the Escrow agent of the nominated organisations.
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| − | 1) Definition of Unsupported
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| − | The software could be regarded as Unsupported if:-
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| − | 1) Dizions Limited cannot be contacted and is no longer trading and has not notified the Escrow agent that the rights to CharityLog have been passed on to another organisation.
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| − | 2) Access to the CharityLog website has not been possible for a period exceeding 7 days and Dizions Limited is not making reasonable efforts to rectify the situation and except when caused by Force Majeure.
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| − | 3) The insolvency of Dizions Limited.
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| − | 4) Termination by the nominated Escrow Agent of the Escrow agreement, if such termination is occasioned by any breach or default by Dizions Limited of its obligations under the Escrow agreement including, without limitation, failure by Dizions Limited to pay any of the Escrow Agent’s fees. Any change of the current Escrow Agent will be notified to the nominated organisations.
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| − | 2) Limits of Use
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| − | If it is successfully proved to the Escrow agent that the software has become Unsupported, the Escrow agent will release a copy of the CD containing the source code to the organisation within 5 working days of the Escrow Agent being satisfied that the CharityLog software has become Unsupported as defined above provided the Escrow agent has been paid and fully indemnified against Costs in accordance with paragraph 4.
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| − | This software can be installed on the organisation’s own or nominated server and may be adapted by their nominated persons. The use of the software is limited to that organisation. It may not be re-sold or otherwise distributed to other organisations, nor may additions or modifications to the software be re-sold or otherwise distributed to other organisations.
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| − | 3) Re-installation of Software
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| − | The source code will be provided in its full directory structure, so loading the root directory to the server would re-instate the whole system, at the point of log in to the organisation’s own database.
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| − | The organisation would need to provide or acquire the services of a programmer to reload the source code, re-instate the mySQL database from the organisation’s own backup of their data and ensure the connection to the database.
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| − | 4) Costs
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| − | The cost of proving the fact that the CharityLog system has become Unsupported and of re-installing the software on a different server will be borne by the requesting organisation.
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| − | Similarly the costs of copying the CD would be payable to the Escrow agent by the requesting organisation.
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| − | 5) Nominated Organisations
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| − | The Supplier will provide the Escrow agent with a list of Nominated Organisations each time a CD is presented. This list will contain the names of those organisations who have paid their annual support/hosting fee at that time.
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| − | 6) Force Majeure
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| − | No party shall be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.
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| − | ends
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You may need to have data migrated into your new Charitylog system from an existing database, or more likely, a series of spreadsheets. For full details on this, please see the Data Migration Guide.
