1.1 These are the terms and conditions (“Conditions”) on which we supply services to you.
1.2 Please read these Conditions carefully before you subscribe to our services. These Conditions tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
2.1 We are Secure Matters Limited a company registered in England and Wales. Our company registration number is 09612043 and our registered office is at C4DI @TheDock, 31-38 Queen St, The Fruit Market, Hull, HU1 1UU.
2.2 You can contact us by telephoning our customer service team using the number provided at www.securematters.co.uk.
2.3 If we have to contact you we will do so by telephone or by writing to you at the telephone number, email address or postal address you provided to us in your subscription details.
2.4 When we use the words “writing” or “written” in these Conditions, this includes emails.
3.1 Our acceptance of your chosen subscription plan will take place automatically, subject to clause 3.2, and will commence on the date you check the box acknowledging your acceptance of these Conditions on our website subscription pages (“Start Date”), at which point a contract will come into existence between you and us.
3.2 If we are unable to accept your subscription, for whatever reason and at our sole discretion, we will inform you of this in writing and will not charge you for the services.
We have developed certain software applications and platforms which we make available to subscribers via the internet under various subscription plans which enable subscribers to securely transfer data to designated recipients (“the Services”).
4.1 We will, for the duration of the subscription plan you have selected (“the Term”), provide the Services subject to these Conditions.
4.2 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for any necessary maintenance.
5.1 The price of the services (which excludes VAT and any other sales taxes which you might need to pay locally) will be the price indicated on the website subscription pages where you selected a subscription plan and placed your subscription (“the Subscription Fee”) and the additional monthly usage charges as detailed.
5.2 We accept payment as detailed on the website subscription pages. How you pay depends on the subscription plan or payment method you selected, but you will pay in accordance with the payment method selected which may include:
5.2.1 a payment of an annual subscription fee; or
5.2.2 a payment of a monthly subscription fee; and
5.2.3 payment by direct debit or on receipt of an invoice from us,
the appropriate payment must be made within 30 days of the Start Date or date of invoice, as applicable.
5.3 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
5.4 If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
6.1 In consideration of the Subscription Fee we hereby grant to you a non-exclusive, non-transferable right to use the Services during the Term solely for your organisation’s operations.
6.2 You agree that you will fully comply with these Conditions and to the terms and conditions of use of the CipherSent website www.ciphersent.co.uk/terms-of-use.
7.1 You may purchase additional or upgraded subscription plans as made available by us from time to time at additional costs.
7.2 You shall, within 30 days of the date of subscribing to additional or upgraded subscription, pay the additional costs in accordance with clause 5.2.
8.1 You shall own all right, title and interest in and to all of the data inputted by you and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of that data.
8.2 We shall not be responsible for any loss, destruction, alteration or disclosure of data caused by any third party.
8.3 We will not process any personal data on your behalf when performing our obligations under this agreement,
9.1 The contract will, unless otherwise terminated earlier in accordance with these Conditions or extended in accordance with these Conditions, commence on the Start Date and continue for the Term and, thereafter, shall be automatically renewed for successive periods equal to the Term (each a Renewal Period) unless:
9.1.1 either party notifies the other party of termination, in writing, giving at least 30 days notice; or
9.1.2 otherwise terminated in accordance with the provisions of this agreement.
9.2 We may end the contract for the Services at any time by writing to you if you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due.
10.1 This clause 10 sets out our the entire financial liability to you:
10.1.1 arising under or in connection with this contract;
10.1.2 in respect of any use made by you of the Services; and
10.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this contract.
10.2 Except as expressly and specifically provided in this agreement:
10.2.1 you assume sole responsibility for your use of the Services. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
10.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
10.2.3 the Services are provided to you on an “as is” basis.
10.3 Nothing in this agreement excludes our liability:
10.3.1 for death or personal injury caused by our negligence; or
10.3.2 for fraud or fraudulent misrepresentation.
10.4 Subject to clause 10.2 and clause 10.3:
10.4.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this contract; and
10.4.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for during the 12 months immediately preceding the date on which the claim arose.
11.1 We will use the personal information you provide to us:
11.1.1 to supply the service to you;
11.1.2 to process your payment for the services; and
11.1.3 to inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
11.2 We will not share your personal information with any third parties unless we are required by the law to do so.
12.1 We may transfer our rights and obligations under these Conditions to another organisation.
12.2 You may not transfer your rights or your obligations under these Conditions to another organisation.
12.3 These Conditions are between you and us. No other person shall have any rights to enforce any of these Conditions.
12.4 Each of the paragraphs of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the affected paragraph(s) will remain in force as much as the law allows with the minimum amount of changes and the remaining paragraphs will remain in full force and effect.
12.5 If we do not insist immediately that you do anything you are required to do under these Conditions, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.
12.6 These Conditions are governed by English law and you can bring legal proceedings in respect of the Services in the English courts.