Consentric Developer Base And Developer Elevate Plan licence

Version 1.0 (effective date July 2020)

This licence agreement (Licence) is a legal agreement between you (Licensee, Customer or you) and MyLife Digital Limited, Citizen House, Crescent Office Park, Clarks Way, Rush Hill, Bath (Licensor, MLD, us or we) for:

  • The Consentric Platform (Platform) with the Developer Base or Developer Elevate Plan feature set

We license use of the Platform to you on the basis of this Licence.

  • BY INSTALLING AND/OR USING THE PLATFORM YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. 
  • IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENCE THE PLATFORM TO YOU AND YOU MUST DISCONTINUE INSTALLATION AND/OR USE.

You should print a copy of this Licence for future reference. 

1.1   In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, none-transferable licence to access the Platform on the terms of this Licence. 

1.2    In the event that exceed the Record and/or functionality limits of your license, as defined here (https://mylifedigital.co.uk/pricing/), you may transition to the most suitable paid licence for the Platform. Such transition may be via self-sign up within the Platform, or via our sales team migrating you to an alternative package requiring a contractual upgrade and change of payment terms.

1.3   We reserve the right to alter the terms of this licence on notice to you.

1.4   We shall provide access to the Platform for a 30-day period (the “Initial Term”), and shall continue on a rolling 30 day basis (each a “Renewal Term”, multiple being the “Renewal Terms”) subject to termination in accordance with Clause 9.The Initial Term shall commence on Service Start Day.

1.5   You shall not be charged for the Initial Term.

1.6   The charges to be paid by you to the Licensor for the Renewal Terms are dependent on the caps, restrictions and features outlined on the MyLife Digital website: https://mylifedigital.co.uk/pricing/. For the avoidance of doubt, no charges shall be applicable for sign up to the “Developer Base Plan” in the event that the Licensee does not have more than 10,000 records in the Platform, and you do not process more than 500 Consent & Preference API Transaction Submissions in a given month. Charges and caps for paid versions of the developer plans are as follows:

(a)            Developer Base: If the Licensee has more than 10,000 records on the Platform and/or submits more than 500 Consent & Preference API Transaction Submissions in a given month, the Licensor shall charge you £50 per month. The limit for this plan and fee shall be set at either or both (i) 50,000 records in the Platform; or (ii) 1,000 Consent & Preference API Transaction Submissions in a given month.

(b)            Developer Elevate: the Licensor shall charge you £150 per month for the Developer Elevate Plan. The limit for this plan and fee shall be set at either or both (i) 100,000 records in the Platform; or (ii) 2,000 Consent & Preference API Transaction Submissions in a given month.

1.7   In the event that you wish to receive additional Platform features, not included in the Developer Base or Developer Elevate plans, then an alternative agreement between the parties shall be required, to supersede this License.

  1.   INTERPRETATION

1.1   In these Conditions, the following definitions apply:

Consent & Preference API Transaction Cap: means the number of individual permission transactions or preference submissions by a customer of the Licensee to the Platform per month

Data Protection Legislation: all applicable laws and regulations from time to time in force relating to the protection of Personal Data, including the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the GDPR and any laws substituting, re-enacting or replacing any of the foregoing, as amended or updated from time to time.

EULA: the terms of use applicable to the Platform, available via https://secureservercdn.net/160.153.138.219/w3i.220.myftpupload.com/wp-content/uploads/2020/04/Consentric-Permissions-EULA.pdf. Schedule 1 of the EULA shall not apply to this Agreement.

Fair Use Policy: means a maximum of 10 API calls per Customer per second and/or a maximum of 1 external machines connecting to the Service authenticating no more than 4 times each per hour.

GDPR: means the General Data Protection Regulation (Regulation EU 2016/679).

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Licensee Data: means all data provided by the Licensee for use in connection with the Services.

Platform: the data management platform provided by MLD and accessed by the Licensee in accordance with the EULA.

Service Start Date: means the date that you register for access to your PlatformLicense.

Service Term: the term applicable to each of the Services, each commencing on the Service Start Date and continuing until the expiry date for the relevant Service as set out herein, unless terminated earlier in accordance with these Conditions.

Services: means the Platform services provided by MLD, as set out herein.

Third Party Product(s): any third party products and services provided by MLD or licensed and accessed by the Licensee in conjunction with the Services, as set out in the applicable Order.

1.2    Interpretation.  Unless the context otherwise requires, the following rules of interpretation shall apply:

  • (a) Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement;
  • (b) A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality);
  • (c) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
  • (d) Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular, and a reference to one gender shall include a reference to the other genders;
  • (e) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include any subordinate legislation in force from time to time;
  • (f) References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement;
  • (g) A reference to writing or written includes post and email.

2.   SUPPLY OF SERVICES

2.1         This Agreement shall have effect from the Service Start Date and continue for the Service Term. MLD shall supply the Services to the Licensee in accordance with the terms of this Agreement.

2.2         2.4         MLD warrants to the Licensee that the Services will be provided using reasonable care and skill and using suitably skilled and qualified personnel. MLD shall ensure its personnel engaged in delivering the Services are appropriately trained and skilled.

2.3         and the  the Licensee agrees to abide, and procure that its users abide, by the terms of the EULA.

3.   LICENSEE’S OBLIGATIONS AND RESTRICTIONS

3.1         The Licensee shall:

  • (a) comply with any agreed Licensee obligations and co-operate (and procure that its employees, officers, agents and representatives co-operate) with MLD in all matters relating to the Services;
  • (b) not copy the Platform except where such copying is required for normal use of the Platform or where it is necessary for the purpose of back-up or operational security;
  • (c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform, or grant access to the Platform and the Platform to any third party;
  • (d) not to make alterations to, or modifications of, the whole or any part of the Platform and the Platform nor permit the Platform and the Platform or any part of it to be combined with, or become incorporated in, any other programs;
  • (e) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform and the Platform nor attempt to do any such things;
  • (f) to include our copyright notice on all entire and partial copies of the Platform and the Platform in any form;
  • (g) not to provide, or otherwise make available, the Platform and the Platform in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us; or
  • (h) not to exceed the limitations outlined in the Fair Use Policy, in relation to your usage of the Platform.

3.2         MLD shall not be liable for any failure or delay in the performance of the Services to the extent caused by any act or omission by the Licensee or failure by the Licensee to perform any relevant obligation.

3.3         The Licensor shall not exceed the limitations outlined in the Fair Use Policy, in relation to your usage of the Platform.

4.   CHARGES AND PAYMENT

4.1         On each 30-day anniversary of the Service Start Date, MLD reserves the right to increase the Charges, but shall at all times provide not less than 30 days’ notice to the Customer of such changes..

4.2         MLD shall either:

(i) invoice the Licensee in accordance with any Charges due, monthly in advance. the Licensee shall pay each invoice submitted by MLD within 30 days of the invoice date and in full and cleared funds, without any set-off or deduction whatsoever.

(ii) permit the Licensee to pay any Charges due via secure online payment.

4.3         All amounts payable by the Licensee in relation to the Services are exclusive of amounts in respect of value added tax chargeable for the time being (VAT) or any equivalent sales tax which, if applicable, shall be payable in addition to and together with the Charges.

4.4         If the Licensee fails to make any payment due to MLD by the due date for payment, then the Licensee shall pay interest on the overdue amount at an annual rate of 4% above the base rate of Lloyds Bank from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount.

5.   DISCLAIMER

5.1         Where the Services comprise consultancy services, the performance of such consultancy services are made in good faith and on the basis of the information provided by the Licensee. Whilst MLD conducts such consultancy services using reasonable care and skill and in accordance with applicable standards, it cannot guarantee and does not warrant that the results of such consultancy services will be completely accurate and reliable.

5.2         MLD is a reseller of the Third Party Products, which are sold subject to third party licensing terms with the relevant Third Party Product licensor. Accordingly, warranties and conditions pertaining to such Third Party Products shall be governed by the third party terms and, as between the Licensee and MLD, the same are provided on an “as is” basis and no warranties, conditions or representations are given by MLD in relation to Third Party Products.

6.   INTELLECTUAL PROPERTY RIGHTS

6.1         All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by MLD or its licensors.

6.2         Any deliverables provided to the Licensee as a result of or in relation to the performance of the Services shall be licensed to the Licensee on a non-exclusive basis to such extent as is necessary to enable the Licensee to make use of the Services in accordance with the terms of this Agreement. The Licensee shall not distribute or disclose any of the foregoing to any third party or copy, modify or adapt any deliverables for any commercial purposes.

6.3         The ownership and licensing of Intellectual Property Rights in the Platform shall be governed by the EULA.

7.   CONFIDENTIALITY

7.1         Each party undertakes that it shall not at any time, use (other than to exercise its rights and obligations under this agreement) or disclose to any person any technical or commercial information, know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other or its representatives, the contents of this Agreement, and any other confidential information concerning a  party’s business or its products or services which the other may obtain, except as permitted by clause 7.2.

7.2         A party may disclose the other’s confidential information:

  • (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. It shall ensure that its employees, officers, representatives or advisers to whom it discloses the confidential information comply with this clause 7; and
  • (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.   LIMITATION OF LIABILITY

8.1         You acknowledge that the Platform and its content is being provided ‘as is’ and has not been developed to meet your individual requirements.

8.2         We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

  • (a) loss of profits, sales, business, or revenue;
  • (b) business interruption;
  • (c) loss of anticipated savings;
  • (d) loss or corruption of data or information;
  • (f) loss of business opportunity, goodwill or reputation; or
  • (g) any indirect or consequential loss or               damage

8.3  Other than the losses set out in condition 8.2 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £100.00. This maximum cap does not apply to condition 8.4.

8.4  Nothing in this Licence shall limit or exclude our liability for:

  • (a)death or personal injury resulting from our     negligence;
  • (b) fraud or fraudulent misrepresentation;
  • (c) any other liability that cannot be excluded      or limited by English law.

8.5   This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Services. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us.  Any condition, warranty, representation or other term concerning the supply of the Platform which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

9.   TERM AND TERMINATION

9.1         This Agreement shall continue for the Service Term, unless terminated earlier in accordance with these Terms.

9.2         Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving 30 days written notice to the other party.

9.3         We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so

10.   CONSEQUENCES OF TERMINATION

10.1       On termination of this Agreement for any reason:

  • (a) the Licensee shall immediately pay to MLD all of MLD’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, MLD shall submit an invoice, which shall be payable by the Licensee immediately on receipt;
  • (b) MLD shall return, or make available to the Licensee, any Licensee Data held or under the control of MLD;
  • (c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected; and
  • (d) clauses 4, 5, 7, 8, 9, 10, 11 and 12 shall survive termination to the extent applicable.

11.   DATA PROTECTION

For the purposes of this clause 11, the terms “Controller”, “Processor”, “Data Subject”, “Personal Data” and “Processing/process” shall have the meaning given to them in the Data Protection Legislation.

11.1      To the extent that the Licensee Data contains Personal Data and MLD processes such Personal Data on behalf of the Licensee, the parties acknowledge that for the purposes of the Data Protection Legislation, the Licensee is the Data Controller and MLD is the Data Processor of such Personal Data (“Licensee Personal Data”). The Licensee shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data provided to MLD.

11.2      Instructions. MLD shall process Licensee Personal Data only to the extent, and in such a manner, as is necessary for the purposes of the Services and in accordance with the Licensee’s instructions from time to time and shall not process the Licensee Personal Data for any other purpose. If MLD believes that any instruction received by it from the Licensee is likely to infringe the Data Protection Legislation it shall promptly inform the Licensee and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

11.3      Security. Taking into account the state of technical development and the nature of processing, MLD shall implement and maintain the technical and organisational measures to protect the Licensee Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

11.4      Sub-processing. MLD shall be entitled to appoint agents, subcontractors or other suppliers to act as sub-processors in relation to the Licensee Personal Data provided that it:

  • (a) notifies the Licensee of any changes to its sub-processors and gives the Licensee a reasonable opportunity to object to such changes;
  • (b) prior to any sub-processor carrying out any processing activities in respect of the Licensee Personal Data, appoints such sub-processor under a written contract containing materially the same obligations as under this clause 11; and
  • (c) remains fully liable to the Licensee for all the acts and omissions of each sub-processor as if they were its own.

11.5      Personnel. MLD shall ensure that all employees, agents or other persons acting for MLD with access to Licensee Personal Data:

  • (a) are informed of the confidential nature of the Licensee Personal Data and are subject to a binding written contractual obligation to keep the Licensee Personal Data confidential; and
  • (b) have undertaken training in the laws relating to handling Personal Data.

11.6      International transfers. MLD shall not transfer the Licensee Personal Data outside the European Economic Area without the prior written consent of the Licensee.

11.7     Breach. MLD shall promptly inform the Licensee if any Licensee Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. MLD shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Personal Data caused by any third party (except those third parties sub-contracted by MLD to perform Services related to Licensee Personal Data maintenance and back-up).

11.8      Audits. MLD shall, in accordance with the Data Protection Legislation, make available to the Licensee such information that is in its possession or control as is necessary to demonstrate MLD’s compliance with the obligations placed on it under this clause 11 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Legislation equivalent to that Article 28), and allow for and contribute to audits (subject to a maximum of one audit request in any 12 month period under this clause 11).

11.9      Assistance. MLD shall:

  • (a) promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as the Licensee may require in relation to the fulfilment of the Licensee’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Legislation); and
  • (b) provide such information, co-operation and other assistance to the Licensee as the Licensee reasonably requires (taking into account the nature of processing and the information available to MLD) to ensure compliance with the Licensee’s obligations under Data Protection Legislation.

11.10     Deletion/return. At the end of the provision of the Services relating to the processing of Licensee Personal Data, at the Licensee’s cost and the Licensee’s option, MLD shall either return all of the Licensee Personal Data to the Licensee or securely dispose of the Licensee Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires MLD to retain such Licensee Personal Data.

11.11     Each party warrants that it shall comply with the Data Protection Legislation in the performance of this Agreement.

11.12     The Licensee warrants to MLD that it has all consents or other lawful bases, and has otherwise complied with all requirements in the Data Protection Legislation, necessary for MLD to process the Licensee Personal Data in order to deliver the Services.

12.   GENERAL

12.1       Entire Agreement. This Agreement constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein.

 

12.2       Variation. No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.

12.3       Severance. If any provision of this Agreement or part thereof is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.12.4    Assignment. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

12.4       The rights and obligations of the Licensee under this Agreement are personal to the Licensee and the Licensee undertakes that it shall not, without the prior written consent of MLD, assign, lease, charge, sub-Licence, or otherwise transfer such rights and obligations in whole or in part.

12.5       Notices. If we have to contact you or give you notice in writing, we will do so by a notice on our website or via e-mail. Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website or 24 hours after an e-mail is sent.

12.6       Force Majeure. Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.

12.7       Waiver. Any delay or forbearance by either party in enforcing any provisions of this or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

12.8       No partnership or agency. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.9       Marketing and publicity. Each party shall be entitled to refer to the other as being its partner for marketing and publicity purposes and the parties shall cooperate in relation to joint publicity, internally, externally and with partner organisations.

12.10     Right and remedies. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

12.11     Governing law and jurisdiction. This agreement shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

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