Internal deftli Terms of Service
(including GDPR Data Processing Provisions)
IMPORTANT — READ CAREFULLY
BY CREATING AN ACCOUNT OR BY UTILISING THE DEFTLI SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS
Acceptance of Terms
- These Terms of Service are a legal agreement between you and deftli Ltd, (Company Number 10933092) whose registered office is as Chantry House, Hill Green, Leckhampstead, Newbury, Berkshire, RG20 8RA, United Kingdom (“deftli”), for use of the deftli Service.
- Any violation of the Agreement by you, or your users if you are an Organisation Owner, will result in the termination of your account.
- You agree to use the Service at your own risk.
- deftli reserves the right to update and change this Agreement from time to time without notice or acceptance by you. deftli make reasonable efforts to notify you of any changes when you log in.
- This Agreement will also be applicable to the use of the Service on a trial or free basis.
- By using the Service or clicking “I agree to the terms and conditions”, you signify your irrevocable acceptance of this Agreement. This agreement can be terminated by following the termination process. You represent that you are fully able and competent to enter into this Agreement.
- If you are a representative of an organisation or legal entity, you represent that you have the authority to enter into this agreement on behalf of your company or legal entity. The terms ‘you’ and ‘your’ in this agreement would then refer to your company or legal entity.
- The website and any downloadable software associated with the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
Description of Service
- deftli provides an online and / or app-based software tool to enable business process / process enablement, (the “Service”). deftli reserves the right to make updates or modification to its Service from time to time. Any modifications and new features added to the Service are also subject to this Agreement.
- The Service may contain information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Service (collectively, “deftli Content”). deftli reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to the Organisation Owner.
- The Service does not include User Data (as defined below) or any software application or service that is provided by users or a third-party, which Users use in connection with the Service. Any person accepting these Terms of Service is a “User”.
- Subject to these Terms of Service, deftli grants Users a limited, non-exclusive, non-transferable right to access and use the Service.
- All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to deftli. deftli does not claim any intellectual property rights over the material Users provide to the Service. Users profiles, ideas and materials uploaded remain theirs.
- Use, reproduction, modification, distribution or storage of any deftli Content for anything other than purpose of using the Service is expressly prohibited without prior written permission from deftli. Users shall not sell, license, rent, or otherwise use or exploit any deftli Content for commercial use or in any way that violates any third-party right.
- The Service shall not be used by Users or on behalf of, third parties that are not authorised under this Agreement. Organisation Owners shall use their best efforts to ensure that any Users under their Organisation Account use the Service in accordance with this Agreement.
- Users acknowledge their use of the Service will be pursuant to the terms of this Agreement.
- deftli warrants that it has the power and authority to grant the right to the Service that deftli has granted to each User.
Types of User
- If a User is creating an Organisation Account or has the ownership of an Organisation transferred to them by another user, they are the Organisation Owner. An “Organisation Account” is the area on the deftli Service assigned to your Organisation. An “Organisation” is the entity identified as such in the sign up process.
- Any User of the deftli Service will be assigned a user type by the Organisation Owner as follows:
- “Organisation User” – these users have the right to use the Service as well.
- “Organisation Administrator” – There users have the rights of an Organisation User as well as the right to add and remove add Organisation Users.
- “Organisation Owner” – These users set up an Organisation Account, have the rights of an Organisation User and an Organisation Administrator as well as (i) the right to assign Organisation Administrators, (ii) the capacity to enter into a legally binding agreements with deftli, (iii) to act as the Organisation Data Controller, including the right to delete Organisation Users and User Data, and (iv) the right to transfer Organisation ownership.
- “User Data” means any data and content uploaded, posted, or made available via the Service by Organisation Users under your Organisation Account. “User Data” includes uploaded files, all contents within uploaded files, profile information and anything else Organisation Users enter or upload into the Service. deftli will make commercially reasonable efforts to ensure that all facilities used to store and process User Data meet a high standard for security.
- Users cannot use the Service for any illegal or unauthorized purpose. Users must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
- The Service is designed for use in normal internal business processes. The Service is not designed for environments requiring enhanced security or where fail-safe controls are required.
- In order for us to provide the Service, we require certain rights with respect to User Data. For example, we need to be able to transmit, store and copy User Data in order to display it to other users under your Organisation Account, to index it so Organisation Users are able to search it, to make backups to prevent data loss, etc.
- If any User sends us any feedback or suggestions regarding the Service, they grant deftli all rights to use such feedback or suggestions for any purpose without any obligation.
- Organisation Owners are responsible for the User Data uploaded to their Organisation Account, and all communications while using the Service (even when User Data or content is posted by others who have Organisation User Accounts under your Organisation Account).
- deftli is not responsible for the accuracy, appropriateness, or legality of User Data or any other information Organisation Users and project members may be able to access using the Service. The service provided features that allow Users to share User Data and other materials with others or to make it public. Users are responsible for what is shared or made public.
- deftli cannot and will not be liable for any loss or damage arising from Organisation Owners or their Organisation Users’ failure to comply with this Agreement. In order to access the Service, Organisation Owners agree to:
- provide true, accurate, current and complete information about Users as prompted by the Service’s registration form; and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. deftli assumes no duty to verify such information. If Organisation Owners or any of the Organisation Users under your Organisation Account provide any information that is untrue, inaccurate, not current or incomplete, or deftli has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, deftli has the right to suspend or terminate your Organisation Account and refuse any and all current or future use of the Service (or any portion thereof).
- By using the Service (and registering an Account on the Service), Users represent and warrant that they are at least 13 years of age. No one under the age of 13 may use the Service.
- All Users agree not to:
- upload, post, transmit, or otherwise make available any User Data that is unlawful or illegal, libelous, or invasive of another’s privacy;
- use the Service to harm minors in any way;
- impersonate any person or entity, including, but not limited to, a deftli employee or other Member, or misrepresent your affiliation with a person or entity;
- manipulate identifiers in order to disguise the origin of any of User Data;
- upload, post, transmit, or otherwise make available any User Data that you do not have a right to under any law or under contractual or fiduciary relationships;
- upload, post, transmit or otherwise make available any of User Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
- interfere with or disrupt the Service or servers or networks connected to the Service;
- modify, adapt, or hack the Service or otherwise attempt to gain unauthorised access to the Service or its related systems or networks.
- intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service, including
- use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the United Kingdom government as a proscribed organisation;
- use the Service to engage in any unlawful or illegal activities; and/or
- collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.All Users agree not to:
- All Users acknowledge that deftli and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of User Data that is available via the Service.
- All Users acknowledge, consent and agree that deftli may access, preserve and disclose your account information and User Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
- comply with legal process;
- enforce this Agreement;
- respond to claims that any of User Data violates the rights of third parties;
- respond to User requests for customer service;
- protect the rights, property or personal safety of deftli, its users and the public; or
- to comply with the data processing obligations.
- deftli may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.
- Each User is solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to them. The right to access the Service is revoked where these Terms of Service or use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation.
- All Users agree not to:
Accessing the Service
- In order to use the Service, Users must be able to connect to the internet with a compatible device – this is the User’s responsibility.
- deftli will from time to time need to send Users certain communications such as service announcements, administrative messages, etc., and that these communications are considered part of the Service and Users will not be able to opt out of receiving them.
Registration for a deftli Account
- In order to use the Service, Users must have a valid Account. An “Account” is the area on the deftli Service assigned to a User. Users must provide their full legal name, valid email address and any other information requested in order to complete the signup process (“Registration Data”). Users are responsible for maintaining the confidentiality of the access data for their Account, and are fully responsible for all activities that occur under their Account. If the User is an Organisation Owner they may add Organisation Users under their Organisation Account. Each Organisation User will have their own login. Each Organisation User must accept the deftli terms of service.
- All Users agree to:
- only allow one person to access their login – a single login shared by multiple people is not permitted. Organisation Owners can create separate logins for as many people as required.
- immediately notify deftli of any unauthorised use of their Account or any other breach of security; and
- ensure that they exit from their Account at the end of each session.
Subscription Fee and Payment
- deftli will allow an Organisation Owner to have up to to four (4) Organisation Users under an Organisation Account without a Subscription Fee, that is five (5) Users in total.
- deftli will charge, and Organisation Owners agree to pay, a Subscription Fee for any and all users on an Organisation Account over and above the fifth user. The “Subscription Fee” is the amount specified on the deftli website that deftli charges per applicable user, the Subscription Fee will be charged in GBP / Pounds Sterling. deftli reserves the right to review the price, deftli will give an Organisation Owner thirty (30) days notice of any change in Subscription Fee.
- deftli may seek valid credit card details for the ongoing use of all paid accounts. deftli may agree to invoice clients; this is at deftli’s sole discretion. Organisation Owners must pay the invoice by the due date indicated on the invoice.
- The Service is billed in advance on a monthly or annual basis as agreed by the parties and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months where your Organisation was inactive. No exceptions will be made.
- Any upgrade part way through a billing cycle will be charged on a pro rata basis and be billed in the next billing cycle.
- The amount of the Subscription Fee does not include any applicable taxes. Organisation Owners are responsible for any and all applicable taxes.
- Any late payment will result in late payment and interest charges in accordance with the United Kingdom late payment legislation. If Organisation Owners dispute any charges they must let deftli know within thirty (30) days from the date they were charged.
- Any additional payment terms between deftli and an Organisation Owner may be agreed to in writing and set out in an invoice, billing agreement, or other written document.
- The provision of this section (the agreement to pay any applicable Subscription Fee for the Service, for the duration of this agreement) shall survive the termination of this Agreement.
Termination and Termination Process
- This Agreement will continue in full effect unless and until your Organisation Account or this Agreement is terminated as described below.
- All service plans will automatically renew for additional months / year depending on which plan and recurrence chosen by the Organisation Owner.
- An Organisation Owner may terminate this agreement at any time by following Termination Process:
- Organisation Owners are solely responsible for properly cancelling an Organisation Account and must send us an email email@example.com or call us to cancel your Organisation Account.
- Organisation Users must contact their Organisation Owner who can remove their Organisation User Account from their Organization Account.
- If an Organisation Account is terminated part way through a billing cycle there will be no refund.
- If deftli terminates the agreement due to a breach of this agreement there will be no refund. If deftli terminates the agreement for convenience, Users will continue to have access to the Service for the time that has been paid for.
- deftli reserve the right to either suspend your Organisation Account or your Organisation User accounts or delete your Organisation Account or your Organisation Users’ accounts if deftli determines that there has been a violation of the rules and conditions as stated in this Agreement.
- All rights to Subscription Fees, Limitations of Liability, Intellectual Property, Indemnification, Confidentiality, Data Processing, Jurisdiction will survive termination of this Agreement
- The Service is provided on an “as is” and “as available” basis without any warranties of any kind, and defti expressly disclaims any and all warranties, whether express or implied, including, but not limited to, any implied warranties, title, fitness for a particular purpose, and non-infringement.
- All Users acknowledge that deftli does not warrant that the Service will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the Service, and no information, advice or services obtained by you from deftli or through the Service shall create any warranty not expressly stated in this Agreement. deftli will use commercially reasonable efforts to make the Service secure and virus-free. All Users must also make commercially reasonable efforts to keep deftli and User Data secure and virus-free.
- deftli shall use commercially reasonable efforts to make the Service available on a 24x7 basis (twenty-four hours per day, seven days per week) during the Term, except for:
- scheduled system backup or other ongoing maintenance as required and scheduled in advance by deftli. deftli will notify all Users by email of any scheduled maintenance and anticipated Service disruption; or
- for any unforeseen cause beyond deftli’s reasonable control, including but not limited to internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majeure events set out in this Agreement.
- deftli will monitor performance indicators on the systems and network infrastructure (its own and that of third-party suppliers) in order to gauge the overall performance of its hosting services and will take reasonable steps to address systems and network infrastructure as required to maintain the satisfactory performance of the Software. deftli further reserves the right to monitor and reasonably restrict Users’ ability to use the Service if excessive computing resources are being used, which are impacting the performance of the Service for other subscribers. deftli agrees to notify Organisation Owners in cases where it restricts such use and use good faith efforts to determine an appropriate alternative or workaround solution.
Maintenance and Support
- deftli shall maintain the Software and / or service and provide all patches and fixes to the Software and / or service at no additional cost. Maintenance does not include any major releases of new versions of the Software, additional functionality, or custom programming, which deftli, at its discretion, may provide at an additional cost as otherwise agreed between the parties.
Limitation of Liability
- The provisions of this section allocate the risks under this Agreement between all Users and deftli. All Users have relied on these limitations in determining whether to enter into this Agreement.
- Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall deftli be liable to any Organisation or any Organisation User or any third-party for:
- any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data; or
- any matter beyond our reasonable control in connection with the use of our service.
- any losses incurred due to any actions by an Organisation Owner or any Organisation User.
- deftli’s total aggregate liability for breach of this Agreement shall not exceed the total amount paid to deftli under this Agreement for the Services giving rise to the liability in the six months preceding the first incident out of which the liability arose. This limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit the obligation to pay for the Service.
- The limitation to liability does not apply where it is prohibited by law.
- The provisions of this section shall survive termination of this Agreement.
Intellectual Property (IP)
- All Users acknowledge that all right, title, and interest in and to the Service and the Software, together with its codes, sequences, derivative works, organisation, structure, interfaces, any documentation, data, trade names, trademarks, or other related materials (collectively, “deftli IP”), is, and at all times shall remain, the sole and exclusive property of deftli. deftli’s IP contains trade secrets and proprietary information owned by deftli and is protected by United Kingdom copyright laws (and other laws relating to intellectual property).
- This Agreement does not grant any User any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Service or the Software, except the right to use the Service, this right is expressly provided by this Agreement.
- Users will not attempt, or directly or indirectly allow any Users under their Organisation Account (if applicable) or other third-party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Service and/or Software in any form or media or by any means.
- The provisions of this section shall survive termination of this Agreement.
- Organisation Owners shall defend, indemnify, and hold harmless deftli from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from User breach of this Agreement, or User misuse of the Service.
- deftli shall provide notice to Organisation Owners of any such claim, suit or demand. deftli reserves the right to conduct the exclusive defence and control of any matter that is subject to indemnification under this section. In such case, all Users agree to cooperate with any reasonable requests assisting deftli’s defence of such matters.
- The provisions of this section shall survive termination of this Agreement.
- Both parties shall use reasonable efforts (but in no case less than the efforts used to protect your own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non-public information pertaining to or in any way connected to the disclosing party’s business, financial, professional and/or other business affairs, and this Agreement (the “Confidential Information”).
- Neither party shall disclose or publicise the Confidential Information without the other party’s prior written consent.
- Both parties shall use their reasonable efforts (but in no case less than the efforts used to protects their own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for their own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement.
- The terms of confidentiality and non-disclosure contained in this Agreement shall expire five (5) years from the date of the termination of this Agreement.
- The restrictions on disclosure shall not apply to information which was:
- generally available to the public at the time of disclosure, or later available to the public other than through your fault;
- already known prior to disclosure pursuant to this Agreement;
- obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others; or
- required by law or court order to be disclosed.
Data Processing and GDPR
- For the purposes of Article 28 of Regulation (EU) 2016/679, this Agreement constitutes the data processing contract between the Organisation Owner, as the data controller, and deftli, as the data processor. Organisation Owners hereby instruct deftli to process the data as described in this Agreement.
- Subject matter, type of personal data and nature of the processing: deftli is the data processor and provides the online process enabling software where you the Organisation Owner, as the data controller, can collect, store and organise the personal data of data subjects determined by the Organisation Owner. The online process enabling software has been designed to work as a process enabling tool, Organisation Owners decide how Organisation Users use Platform. The processing activities will generally include the following categories of personal data:
- Name, address, email address, phone number, other contact information.
- Customer history
- Contact billing and bank data
- IP Address
- References, meeting notes
- Such categories of personal data as Organisation Users may enter or upload from time to time into the Service.
- Organisation Owners will need to supply the email addresses to set up Organisation User Accounts under your Organisation Account. Organisation Users may add additional personal data as deemed appropriate by the Organisation Owner in order to use the Service.
- The Organisation Owner and Organisation Users decide what User Data to upload, this may include sensitive personal data.
- deftli will not have any knowledge or control over the type of personal data, categories or identities of the data subjects whose personal data Organisation users may elect to record or upload into the Service, except as provided in this Agreement.
- deftli will not collect, process or use any personal data made available to it under this Agreement for any other purpose than for the performance of the Service or in accordance with another written instruction from the Organisation Owner. deftli will notify the Organisation Owner without delay if it is of the opinion that a written instruction from the Organisation Owner is a violation of data protection law.
- Data Subjects: Data Subjects using the Service are normally the Organisation Owner and any person who the Organisation Owner adds as a User. This may be a colleague, supplier, subcontractor or other business contact. It can be any third-party or individual for who Organisation Users may enter personal data into the Service.
- Duration: deftli will process data on the Data Controller’s behalf in accordance with this Agreement and any additional written instructions from the Organisation Owner, until the termination of this Agreement.
- Returning data: Upon termination of an Organisation Account by an Organisation Owner, deftli will store User Data for a period of thirty (30) days, should an Organisation Owner wish to reopen the Organisation Account and resume the Service or to export the User Data.
- Unless instructed otherwise by the Organisation Owner, deftli will after six months from the date of termination, delete or return all the personal data to the Organisation Owner after the end of the provision of services relating to processing, and delete existing copies unless required to retain a copy by law.
- Accessing data: deftli needs to access User Data to supply the Service. deftli ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
- Security: deftli takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679.
- Personnel: deftli will use qualified personnel with data protection training to provide the Service.
- deftli will oblige all personnel to process and use the personal data in accordance with this Agreement and any written instructions from the Organisation Owner.
- Data controller’s obligation (Organisation Owner): The Organisation Owner is responsible for the evaluation of the admissibility of the data processing, the accuracy and validity of the personal data the Organisation Owner controls and ensuring the rights of the data subjects. The Organisation Owner is responsible for ensuring that all the necessary permissions and authorisations are in place to permit deftli, and any deftli Sub-Processor, to process the personal data supplied by Organisation Users.
- Compliance: Upon request, but not more than once in any twelve (12) month period, deftli will provide a self-audit report or a third-party report confirming compliance with the technical and organisational security measures required under data protection legislation.
- Data subject requests. deftli will promptly inform the Organisation Owner of any data subject requests and act in accordance with the Organisation Owner’s instructions when responding to a data subject request, unless otherwise required by law.
- Data Breach. deftli will notify the Organisation Owner promptly (but within 24 hours) if a personal data breach occurs, that can lead to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to, personal data transmitted, stored or otherwise processed on the Data Controller’s behalf.
- Data Transfers. Ordinarily, deftli will not transfer an Organisation’s Personal Data or User data to countries outside the European Economic Area. Where Personal Data relating to an EU Data Subject is transferred outside of the EEA it shall be processed in accordance with the provisions of the Standard Contractual Clauses, unless the processing takes place: (i) in a third country or territory recognised by the EU Commission to have an adequate level of protection; or (ii) by an organisation located in a country which has other legally recognised appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.
- Sub-Processors. deftli is given general authorisation by an Organisation Owner to engage third-parties to process the personal data (“Sub-Processors”) without obtaining any further written, specific authorization from the data controller, provided that the data processor notifies the data controller in writing about the identity of a potential Sub-Processors (and its processors, if any) before any agreements are made with the relevant Sub-Processors and before the relevant Sub-Processor processes any of the personal data. If an Organisation Owner wishes to object to the relevant Sub-Processor, they will give notice in writing within ten (10) business days from receiving the notification from deftli. Absence of any objections from the Data Controller shall be deemed consent to the relevant Sub-Processor.
- In the event that an Organisation Owner objects to a new Sub-Processor and the data processor cannot accommodate the objection, an Organisation Owner may terminate the Service by providing written notice to deftli.
- deftli shall complete a written sub-processor agreement with any Sub-Processors. Such an agreement shall at minimum provide the same data protection obligations as the ones applicable to deftli, including the obligations under this Agreement. deftli shall on an ongoing basis monitor and control its Sub-Processors’ compliance with applicable data protection law. Documentation of such monitoring and control can be provided to an Organisation Owner if so requested in writing.
- deftli is accountable to Organisation Owners the data controller for any Sub-Processor in the same way as for its own actions and omissions.
- deftli is at the time of entering into this Agreement using the Sub-Processors listed below:
Sub-Processor Location Purpose Amazon Web Services Ireland for hosting, storage and backup using AWS UK Data Centres. Calendly United States for booking appointments. Chargify United States for subscription management. Connected Digital Ltd United Kingdom for software design and development, and production system management services which are provided from UK and Poland. Google Analytics United States for tracking website tracking. Google G Suite United States for email, calendar and file storage. Intercom Ireland for provision of user support and marketing services. Microsoft Azure United States for additional hosting services. Sharp Spring United States for marketing database and services. Stripe United States for managing card payments. Survey Monkey United States for sending surveys to our users and prospective users. Youtube United States for hosting and tracking video views. Zapier United States for connecting systems
- If the Data Processor initiates sub-processing with a new Sub-Processor, such new Sub-Processor shall be added to the Terms of Service and Organisation Owners will be notified of the change.
- Remuneration and Costs. Organisation Owners agree that they will remunerate deftli for expenses and time spent to perform the obligations regarding; impact inspections, responding to data subject requests, audits, compliance documentation, and any personal data breach arising out of the actions or inaction of Organisation Owner’s or your Organisation Users. The rate will be based on deftli’s standard hourly rates.
- deftli is also entitled to remuneration for any time and material used to adapt and change the processing activities in order to comply with any changes to an Organisation Owner’s instructions, including implementation costs and additional costs required to deliver the Services due to the change instigated by an Organisation Owner. deftli is exempted from liability for non-performance in the main Agreement if the performance of the obligations under the main Agreement would be in conflict with any changed Instruction or if contractual delivery in accordance with the changed Instruction is impossible. This could, for instance, be the case; (i) if the changes to the instruction cannot technically, practically or legally be implemented; (ii) where an Organisation Owner explicitly requires that the changes to the instruction shall be applicable before the changes can be implemented; and (iii) in the period of time until the Main Agreement is changed to reflect the new instruction and commercial terms.
- Liability. The total aggregate liability, of whatever nature, whether in contract, tort or otherwise, of deftli for any losses whatsoever and howsoever caused arising from or in any way connected with data processing shall be subject to the “Limitation of Liability” clause in this Agreement.
- The provisions of this section shall survive termination of this Agreement.
- Headings. Headings are used to aid location of relevant clauses and do not form part of the Agreement.
- Jurisdiction. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
- Severability. If any term, condition or provision of this Agreement is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
- Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- Assignment. Users may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer this Agreement or delegate any of its rights and/or obligations under this Agreement without deftli’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, you, or your permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent:
- to any entity controlled by, or under common control with you, or its permitted successive assignees or transferees; or
- in connection with a merger, reorganisation, transfer, sale of assets or product lines, or change of control or ownership of your organisation, or its permitted successive assignees or transferees.
- Partnership / Agency. deftli and you will act solely as independent contractors. This Agreement shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between you and deftli, and you shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties.
- Third party rights. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- Notices. The parties agree to serve notice by post or email. Notices by post are deemed served two business days after the date of posting. Email is deemed served on the day of sending if it is sent before 4.30pm on a business day and the next business day if it is after 4.30pm.
- Written notices to deftli may be served by post here: Chantry House, Hill Green, Leckhampstead, Newbury, Berkshire, RG20 8RA
- Written notices to deftli may be served by email here: firstname.lastname@example.org.
- deftli will serve written notice by emailing the Organisation Owner’s email address supplied or by posting notices to the postal address you have supplied.
- Force Majeure. Neither party shall be liable to the other party for any failure to perform the Agreement caused by circumstances outside the reasonable control of the affected party.
- Complete Agreement. This Agreement is the entire agreement between deftli and you regarding your use of the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
- The provisions of this section shall survive termination of this Agreement.