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My Auto Enrolment – Terms & Conditions of Use

These terms and conditions of use (these Terms), together with the Subscription Form, are incorporated into the legal agreement between you and My Auto Enrolment Ltd a company registered in England and Wales with company number 09262344 whose registered office is at Suite F9 Waterside Centre, North Street, Lewes, East Sussex, BN7 2PE (Licensor, we or us) and governs the use of the system developed by us to help employers automatically enrol employees into a workplace pension scheme (System), which includes an online software component (Software) and electronic and physical documentation (Documentation).

IMPORTANT NOTICE:

By clicking the box next to the words “I have read and agree to the Terms and Conditions of Use” you agree to these Terms which will bind you. These Terms include, in particular, the limitations on liability in clause 9.

  1. 1.Interpretation

    1. 1.1 The definitions and rules of interpretation in this clause apply in these Terms.

      Confidential Information: any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which would or would be likely to prejudice the commercial interests of any person, trade secrets, technical data, know-how of either party.

      Contract: these Terms and the relevant Subscription Form.

      Licensee or you: the company or individual (if no company name is inserted) named on the Subscription Form.

      Licence Fees: the annual licence fee payable by you for the use of the System which is set out on the Subscription Form.

      Start Date: the date on which you pay the Licence Fees (which is the date you submit the Subscription Form).

      Subscription Form: the order form completed by you which sets out the details of the Contract.

      Term: a period of 1 year from the Start Date.

      Your Data: the data inputted into the information fields of the Software by you or us on your behalf.

  2. 2.Grant of licence

    1. 2.1 In consideration of you agreeing to abide by these Terms, we grant you a non-transferable, non-exclusive licence to use the System for your own employees during the Term.

    2. 2.2 You shall not access, store, distribute or transmit any viruses during your use of the System.

    3. 2.3 You shall not, except as expressly set out in these Terms or as permitted by law:

      (a) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

      (b) access all or any part of the Software and Documentation in order to build or assist others to build a product which competes with the System;

      (c) sub-license, rent, lease, or otherwise commercially exploit the System.

  3. 3.Service availability

    We shall use reasonable commercial endeavours to maintain at least 99.5% uptime, except for planned maintenance or urgent maintenance.

  4. 4.Prices and payment

    1. 4.1 The Licence Fees payable for the Term are set out on the Subscription Form. The Licence Fees are payable in accordance with
      this clause 4.

    2. 4.2 You agree to pay the Licence Fees in advance on the date you submit the Subscription Form.

  5. 5.Your Data

    1. 5.1 You shall own all rights, title and interest in and to all of Your Data and shall have sole responsibility for it.

    2. 5.2 We shall follow our archiving procedures for Your Data as set out in our back-up policy, a copy of which is available on request. In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Your Data from the latest back-up. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party.

    3. 5.3 If we process any personal data on your behalf when performing our obligations under these Terms, the parties record their intention that you shall be the data controller and we shall be a data processor (both as defined in the Data Protection Act 1998) and in any such case:

      (a) we shall process the personal data only in accordance with these terms and any lawful instructions reasonably given by you from time to time;

      (b) you agree that personal data may be transferred or stored outside the EEA; and

      (c) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

  6. 6.Our obligations

    1. 6.1 We undertake that the System will, when properly used, performed substantially in accordance with the functions described in the Documentation.

    2. 6.2 We warrant that we will use reasonable care and skill to provide the System.

    3. 6.3 We:

      (a) do not warrant that your use of the System will be uninterrupted or error-free; and

      (b) are not responsible for any delays, delivery failures, or any loss resulting from the transfer of data over communications networks, including the internet.

  7. 7.Your obligations

    1. 7.1 You shall:

      (a) co-operate with us and provide information as we may reasonably require;

      (b) ensure that all users using the System act in accordance with these Terms; and

      (c) ensure that your network and systems comply with the relevant specifications in the Documentation.

    2. 7.2 You acknowledge that these Terms apply to the use of the Software. If any open-source software is included in the Software, the terms of an open-source licence may override some of these Terms.

    3. 7.3 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the System.

  8. 8.Confidentiality

    1. 8.1 Each party shall not use or disclose to any person, firm or company any Confidential Information. This restriction shall not apply to:

      (a) use or disclosure required by any applicable law;

      (b) information which is already generally available and in the public domain otherwise than as a result of a breach of this clause 8.1;

      (c) use or disclosure by a party when the other party has given its prior written consent.

    2. 8.2 This clause 8 shall survive termination of the Contract, however arising.

  9. 9.Limitation of liability

    1. 9.1 Subject to clause 5.2, this clause 9 sets out our entire financial liability and your exclusive remedy shall be the correction or substitution of the System. This remedy is void if the failure of the System has resulted form your accident, abuse or misapplication.

    2. 9.2 Except as expressly and specifically provided in these Terms:

      (a) you assume sole responsibility for results obtained from the use of the System and for conclusions drawn from such use;

      (b) 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 the Contract.

    3. 9.3 Nothing in the Contract excludes the liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

    4. 9.4 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, business interruption, 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 the Contract.

    5. 9.5 Other than the losses set out in clause 9.4 (for which we are not liable), 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 the Contract shall be limited to two times the price paid for the System during the 12 months preceding the date on which the claim arose.

  10. 10.Term and Termination

    1. 10.1 The Contract shall commence on the Start Date and shall continue for the Term, unless otherwise terminated as provided in this clause 10.

    2. 10.2 We may terminate the Contract by giving written notice to you if:

    3. (a) you commit a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or

      (b) you become insolvent, bankrupt or unable to pay your debts when they fall due.

    4. 10.3 On termination of the Contract for any reason all rights granted to you under these Terms shall immediately terminate.

  11. 11.Data Protection

    We may contact you by e-mail or telephone with information about similar services that we feel may interest you from time to time. We may also pass your contact information to third parties who may offer you information on additional products and services that may be of interest to you. If you do not want us to use your personal data in this way please contact us at @myauto-enrolment.co.uk and we will change your marketing preferences.

  12. 12.Entire Agreement

    These Terms and any document referred to in them, constitutes the entire agreement between the parties and supersedes any previous arrangements, understanding or agreement between them relating to the subject matter.

  13. 13.Assignment

    You shall not, without our prior written consent assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

  14. 14.Variation

    No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  15. 15.Third party rights

    These Terms does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

  16. 16.Notices

    1. 16.1 Any notice required to be given to you shall be in writing and given by email at the email address on the Subscription Form. Any notice required to be given to us shall be in writing and given by email to the email address @myauto-enrolment.co.uk. Any notice shall be deemed to have been received, if delivered by email, when the email is received in full. In proving service of a notice, it shall be sufficient to prove that the email message was properly addressed and dispatched and printed confirmation of transmission has been received.

    2. 16.2 If you wish to contact us in writing, or if any of these Terms requires you to give us notice in writing, you can send this to us by e-mail at @myauto-enrolment.co.uk or by prepaid first-class post to My Auto Enrolment Limited, Courtleigh House 74/75 Lemon Street, Truro, Cornwall TR1 2PN. We will confirm receipt of this by contacting you in writing, normally by e-mail.

    3. 16.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us on the Subscription Form.

    4. 16.4 Any notices shall be deemed to have been received:

      (a) if sent by prepaid first-class post, at 9.00 am on the second business day after posting; or

      (b) if sent by email, when the email is received in full. In proving service of a notice, it shall be sufficient to prove that the email message was properly addressed and dispatched and printed confirmation of transmission has been received.

    5. 16.5 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

  17. 17.Governing law and jurisdiction

    1. 17.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

    2. 17.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).