These terms and conditions, together with the documents and website pages expressly referred to in them (together, the “Terms”), shall govern the use by sole traders, firms and corporations (“you”, “your” or "customer") of the paperwork creation and job management software (the “Website Services”) accessible via the website https://www.yourtradebase.com/ (the “Website”) which is owned and operated by Forty Two Limited (“FTL”).
References in these Terms to “we”, “us” and “our” are to FTL.
Please read these Terms carefully and ensure that you understand them before creating a user account via the Website (an “Account”) and using the Website Services. YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF PARAGRAPH 11. Please note that by creating an Account and/or using the Website Services, you agree to be bound by these Terms.
We recommend that you print a copy of these Terms or save them to a computer for future reference.
We may amend these Terms from time to time as set out in paragraph 15.
Information about us
- FTL is a company registered in England and Wales under company number 06972939 whose registered office is Riverside Place, Lea Road, Waltham Abbey, Essex EN9 1AS and main trading address is at 16 Bull Plain, Hertford, Hertfordshire SG14 1DT. Our VAT number is 977124495.
- To contact us in connection with any general enquiry you may have, please see our Submit a request page.
Conditions, representations and warranties
- You represent and warrant to us in the following terms in connection with the creation by you of an Account and the use by you of the Website Services:
- you are at least 18 years of age;
- you are not a consumer (being for the purposes of these Terms a natural person who is acting for purposes which are outside his business);
- you have all requisite power and authority to execute, deliver and perform your obligations under these Terms;
- you shall comply with all applicable laws and regulations relating to the Website Services and with all applicable rules, regulations and guidelines (whether or not having the force of law) of any regulatory organisations or bodies of which you are a member or by which you are bound;
- you are acting in the course of business;
- the creation of the Account and use of the Website Services will be for your internal use only; and
- your creation of an Account and/or use the Website Services is not and will not be for any illegal or unauthorised purpose.
- The creation of an Account and the use of the Website Services shall be subject to the following conditions:
- you must have a valid e-mail address;
- you will be responsible for:
- all content uploaded, posted, published, reproduced or created by you via the Website and by operation of the Website Services on your Account (“Data”);
- all activity occurring on your Account; and
- maintaining the security and confidentiality of your Account and the username and password used to access your Account and notifying us immediately in the event of any unauthorised access to your Account;
- you must not do anything which could reasonably be expected to damage, disable, overburden or materially impair the Website Services or which is likely to interfere with any other party’s use or enjoyment of the Website Services;
- you must not upload, post, publish, transmit, reproduce, create derivative works of, or distribute on the Website Services in any way information, software or other material that is protected by copyright or other proprietary right, without obtaining any required permission of the owner;
- you shall comply with any and all instructions provided by us relating to the Website Services;
- you shall not use the Website Services for any immoral or illegal purpose or in any way that would brings us into disrepute;
- you shall and shall procure that your officers, employees, agents and sub-contractors co-operate with us, our officers, employees, agents and sub-contractors in carrying out the Website Services;
- you shall supervise and control the use of the Website Services and ensure that your officers, employees, agents and sub-contractors use the Website Services in compliance with these Terms;
- you shall not create or modify any website so as to make it appear to be associated in any way with either us or the Website Services or create derivative works based on the whole or any part of the Website Services;
- you shall not reproduce, duplicate, copy, merge, adapt, vary, modify, disassemble, decompile, reverse engineer, sell, resell, rent, lease, sub-licence, loan, translate or exploit any portion of the Website Services;
- you acknowledge and agree that the technical processing and transmission of the Website Services and all Data may be transferred unencrypted and involve:
- transmissions over various networks; and
- changes to conform and adapt to technical requirements of connecting networks or devices; and
- you shall not transmit any worms or viruses or any code of a destructive nature to the Website.
- In the event that any of your officers, employees, agents or sub-contractors uses the Website Services, we shall assume that that they have the right to do so and you will be liable for their acts and omissions, including (without limitation) any breach of these Terms.
Creating an Account and using the Website Services
- In order to use the Website Services, an Account first needs to be created. You must make an application (an “Application”) for an Account to be created by submitting your details on our Registration page.
- We reserve the right, at our absolute discretion and for any reason, not to accept an Application. No charge will be incurred by you for declined Applications.
- If we accept an Application, we will confirm this by e-mail (using the e-mail address which you submitted in your Application (your “E-mail Address”)), at which point, a legally binding contract will be created between you and us. An Account in your name will then be created by us.
Granting of a licence to use the Website Services
- If we accept your Application, we shall grant you a worldwide, non-transferrable and non-exclusive licence to use the Website Services in accordance with these Terms. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Website Services in the manner permitted by the Terms.
- Following our granting in your favour of a licence in accordance with paragraph 4, you shall immediately be granted access to the Website Services for a fee-free, trial period of 14-days (the "Trial Period").
- We will notify you by e-mail (using your E-mail Address) at least five days prior to the expiration of the Trial Period.
- Upon the expiration of the Trial Period, unless you have commenced making payments to us as described in paragraph 6.1, you will continue to be able to log in to your Account and access historical Data but will cease to be able to create new Data or enjoy any of the other functionality of the Website Services. In such circumstances, you will still be required to comply with the provisions of these Terms unless and until your Account is closed in accordance with paragraph 8.
- You may at any time (whether on, before or after the expiration of the Trial Period) commence making payments to us as described in paragraph 6.1 so as to continue to be able to access or re-access the Website Services in full.
- Following the expiration of the Trial Period, if you wish to continue to use the Website Services in full, a subscription fee (“Fee”) is payable by you by standing order monthly in advance.
- Upon your setting up an appropriate Direct Debit in our favour in respect of the Fee, we shall send you an electronic receipted invoice to by e-mail (using your E-mail Address).
- The Fee may be varied by us from time to time: please see our Home Page for the rates in force for the current month. Prices on our Website are quoted in UK pounds Sterling and exclude all taxes, levies or duties imposed by taxing authorities (all of which shall for the duration of these Terms be your responsibility).
- All payments of Fees are non-refundable.
- Requests for support in connection with the Website Services should be sent by e-mail (email@example.com).
- Whilst we provide no warranty that we will do the same, we aim to respond to e-mailed queries relating to:
- software support matters within two business days of receiving notification of the same; and
- technical matters within five business days of receiving notification of the same.
For the purposes of this paragraph 7.2, a “business day” is a day other than a Saturday, Sunday or public holiday in England and Wales on which banks in the City of London are open for normal banking business.
- The support we provide in connection with the Website Services and your use of them is not intended to deal with any questions relating to accountancy, taxation or company law.
- Our support service is intended to provide you with timely, informal assistance and as such any reliance placed upon it is at your risk. Any opinions or statements made by us or on our behalf should be checked with an appropriate professional. To the fullest extent permissible by law, we do not accept any responsibility for the opinions or statements expressed by our officers, employees, agents and sub-contractors in connection with this service.
Closing an Account
- You may close your Account at any time by logging into your Account, accessing the Website Services and using the cancellation link in the “Accounts and Billing” section of the “Your Settings” page. No further Fees will be billed by us from the date of cancellation and no refund will be made by us of any Fees already billed and paid.
- you fail to abide by these Terms in any material respect;
- an instalment of Fees is not paid on time;
- any verbal, physical, written, or other abuse (including, without limitation, threats of abuse or retribution) is directed by you or any of your officers, employees, agents or sub-contractors at any of our customers, members, officers, employees, agents or sub-contractors; or
- you become unable to pay your debts as they fall due (within the meaning of Section 123 of the Insolvency Act 1986) or otherwise become insolvent, or an order is made or a resolution passed for your administration, winding-up or dissolution (other than for the purposes of a solvent amalgamation or reconstruction), or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets, or you enter into or propose any composition or arrangement with your creditors generally, or anything analogous to the foregoing occurs in any applicable jurisdiction or if you cease to trade or threaten to cease to trade,
we reserve the right to suspend the Website Services and/or permanently cancel your Account.
- We also reserve the right to close any Account (including, without limitation, during the Trial Period) for any reason by providing you with one month’s notice by e-mail (using your E-mail Address) of our intention to do the same.
- Upon the closing of an Account for any reason:
- we shall initiate a process of irretrievably deleting all your Data (although it may take a number of days (or even weeks) to complete such process);
- we shall cease to make available to you the Website Services, although you will continue to be able to log in to your Account and access historical Data until we delete all Data in accordance with paragraph 8.4(a) above; and
- following our deletion of all Data in accordance with paragraph 8.4(a) above, the provisions of these Terms and all rights granted to you hereunder shall terminate.
- For the purposes of these Terms, references to “Intellectual Property Rights” shall mean all patents, rights to inventions, copyright and related rights, trade marks and trade names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including, without limitation, know-how) and any other intellectual property rights, in each case whether registered or unregistered and including (without limitation) all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- You acknowledge and agree that, subject to paragraphs 9.3 and 9.4, all Intellectual Property Rights existing or arising in the Website and all materials, know-how, specifications, inventions, processes, software, data or information relating to or supplied by us under or in connection with the Website Services shall at all times belong to and remain vested in us and no proprietary rights or any other rights whatsoever are assigned, granted or shall otherwise pass to you.
- All Intellectual Property Rights in any external data sources or embedded third party services used in connection with the Website and/or the provision of the Website Services are the intellectual property of the relevant third party provider.
- You shall retain ownership of all Intellectual Property Rights you have in your Data. We do however reserve the right to disclose your Data to law enforcement officials in the investigation of fraud or other alleged unlawful activities.
- You undertake to notify us promptly of any infringement or alleged infringement by us of the Intellectual Property Rights of any third party in connection with the Website Services of which you are or become aware of and to render to us all reasonable assistance in relation to any action, suit or proceeding taken by in respect of such infringement or alleged infringement.
Use of personal information
- We confirm that the information provided to us in connection with an application for an Account will be held by us in accordance with the registration we have with the Information Commissioner's Office.
- Subject to paragraphs 11.1 and 11.2, our total aggregate liability to you in respect of all other losses arising under or in connection with the Website Services, whether in contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise, shall in no circumstances exceed 125 per cent. of the Fees paid by you to us pursuant to these Terms in connection with any particular Account opened by us in your name.
- Nothing in these Terms limits or excludes our liability for:
- death or personal injury caused by our negligence; or
- fraud or fraudulent misrepresentation.
- Subject to paragraph 11.2, we will under no circumstances be liable to you, whether in contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise, arising under or in connection with the Website Services for any:
- loss of profits, sales, business, or revenue;
- loss or corruption of data, information or software;
- loss of business opportunity;
- loss of anticipated savings;
- loss of goodwill;
- indirect or consequential loss; or
- loss resulting from any failure by you to operate, install or use the Website Services in accordance with these Terms.
- Except as expressly stated in these Terms, we do not give any representation, warranty or undertaking in relation to the Website Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that:
- the Website Services are suitable for your purposes;
- the Website Services will be provided by us uninterrupted, in a timely manner, securely and error-free;
- the results which you may obtain from the Website Services will be accurate or reliable; or
- any errors in the Website Services will be corrected.
- You agree that the limitations and exclusions of liability in our favour in these Terms are reasonable in the circumstances under which the Website Services are to be provided.
- You agree to fully indemnify, defend and hold us, and our officers, employees, agents and sub-contractors harmless immediately on demand, from and against all claims, losses, costs and expenses, including reasonable legal fees, arising out of any breach of these Terms by you, or any other liabilities arising out of your or anybody else’s use of the Website Services.
Events Outside Our Control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control. An Event Outside Our Control is defined in paragraph 13.2.
- An “Event Outside Our Control” means any act or event beyond our reasonable control, including (without limitation) strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- If an Event Outside Our Control takes place which affects the performance of our obligations under these Terms:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
- If you wish to contact us in writing, or if any provision of these Terms requires you to give us notice in writing, you can do this by e-mail (firstname.lastname@example.org) or by pre-paid post to Forty Two Limited, Suite 2 Webb House, Portsmouth Road, Ripley, Surrey GU23 6ER. We will confirm receipt of any such communication by contacting you in writing, normally by e-mail (using your E-mail Address).
- If we have to contact you or give you notice in writing, we will do so by e-mail (using your E-mail Address) or by pre-paid post to the address you provided to us in your Application.
- Please note that any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee and, in the case of a letter, that such letter was properly addressed, stamped and placed in the post.
Our right to vary these Terms
- We may revise these Terms (including, without limitation, the duration and availability of the Trial Period) from time to time at our absolute discretion.
- Whenever we revise these Terms in accordance with this paragraph 15, we will provide you with notice of this on our Website.
Other important terms
- Paragraph headings are inserted for convenience only and shall be ignored in construing these Terms.
- References to statutory provisions shall be construed as references to those provisions as amended, consolidated, extended or re-enacted from time to time.
- Without prejudice to any other right or remedy we may have, we reserve the right to set off any amount owing to us at any time from you against any amount payable by us to you under or in connection with these Terms.
- You shall not, without our prior written consent, sub-licence, assign or otherwise transfer or dispose of all or any part of your rights or obligations under the Terms.
- We shall be entitled to delegate or sub-contract the performance of all or any part of our obligations under or in connection with these Terms to any third parties as is necessary to provide the Website Services.
- All provisions of these Terms intended by their nature to survive termination (including, without limitation, paragraph 11) shall survive the termination of these Terms.
- We shall each, at the request of the other and at our own cost, do (or procure others to do) everything necessary to give the other the full benefit of these Terms.
- These Terms are between you and us. No other person shall have any rights to enforce them, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
- Nothing in these Terms will be construed as constituting or evidencing any partnership, contract of employment or joint venture of any kind between us or as authorising either of us to act as agent for the other. Neither of us will have authority to make representations for, act in the name or on behalf of or otherwise to bind the other in any way.
- These Terms constitute the entire agreement between you and us in relation to the Website Services and your Account. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms.
- Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- These Terms are governed by English law. Any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Data Protection Addendum
Each party agrees that they will comply with the appropriate provisions under the Data Protection Laws in relation to processing of the Protected Data to extent of the applicable law.
Each party acknowledge that for the purpose of the Data Protection Laws, the Customer is the Data Controller of the Customer Protected Data as required by Article 28(3) of the GDPR. FTL is the Data Processor or Data Sub-Processor of all Protected Data. Where FTL is acting at the Data Processor, or Sub-Processor, for and behalf of the Customer the following provisions shall apply:
FTL undertakes that it shall process the Protected Data only to the extent and in such a manner as is necessary for the purposes of this Agreement (in the case of Customer Protected Data) from time to time unless otherwise required by a legal requirement or if, in FTL’s opinion, the Customer’s, documented instructions infringe Data Protection Laws;
FTL shall ensure appropriate organisational and technical measures are implemented and maintained in place, at its cost and expense, to safeguard against any unauthorised or unlawful processing or access, accidental loss, destruction, theft, use or disclosure of the Protected Data and, having regard to the state of technological development and the cost of implementing any measures, the measures must ensure a level of
security appropriate to the nature of the Protected Data and the risks presented by the processing, in particular from unauthorised or unlawful disclosure, access or processing or accidental loss, destruction or damage. FTL shall in respect of all Protected Data processed by it under this Agreement comply with the requirements regarding security of processing set out in Data Protection Laws;
FTL shall take all reasonable steps to ensure the reliability of FTL Personnel who may have access to or process the Protected Data. FTL shall ensure that only such of the FTL Personnel who may be required by FTL to assist it in meeting its obligations under this Agreement shall have access to or process the Protected Data and shall
procure that all such personnel shall have undertaken adequate levels of training on compliance with Data Protection Laws. All FTL Personnel who have access to or process the Protected Data are made of aware of the confidential nature of the Protected Data and have signed written confidentiality undertakings regarding the Protected Data within their employment contract;
FTL shall implement and maintain in place, at its cost and expense, appropriate technical and organisational measures to assist the Customer in the fulfilment of their obligation to respond to Data Subject Requests. FTL agrees to notify the Customer promptly, and in any event within (48) forty eight working hours of receipt of any request, in the event that it receives a Data
Subject Request and shall provide the Customer with full cooperation, information and assistance with all such Data Subject Requests;
FTL shall provide all reasonable assistance, information and cooperation to the Customer to ensure compliance with their respective obligations under Data Protection Laws with respect to data protection impact assessments and prior consultations with the Information Commissioner’s Office (the “ICO”) or other supervisory authorities or regulators which the Customer reasonably consider to be required of
them under Data Protection Laws, in each case solely in relation to the processing of the Protected Data by, and taking into account the nature of the processing and information available to, FTL and any sub-processor;
FTL shall immediately notify the Customer with respect to Customer Protected Data), if it should become aware of, or reasonably suspect there has been, any unauthorised or unlawful processing of, loss to, damage to or destruction or corruption of, the relevant Protected Data or any attempt to gain unauthorised access to such Protected Data. FTL shall without undue delay, and in any event within (24) twenty-four hours, provide the Customer, with sufficient information to allow the Customer to meet any notification obligations to report or inform Data Subjects and/or the ICO or any other supervisory or regulatory body of any such breach under Data Protection Laws. FTL shall provide full cooperation to the Customer, to assist the Customer, with any investigation, mitigation, remediation or any other action that the Customer, may elect to take in respect of such breach;
Unless retention of any Protected Data by FTL on the Customer’s behalf (with respect to Customer Protected Data) is expressly agreed with the Customer or is required by any applicable laws (in which case FTL shall notify the Customer), on termination of the processing activities carried out under this Agreement, FTL shall immediately cease to use the Protected Data and shall promptly (and in any event within
30 days of the date of cessation of the processing activities) arrange for its destruction at the sole election of the Customer (with respect to Customer Protected Data), and shall, on request, provide the Customer with confirmation in writing that it has done so;
Nothing in this addendum shall be construed as preventing a party from taking such steps as are necessary to comply with its own obligations under Data Protection Laws or any other applicable law; and
FTL shall indemnify and keep each of the Customer indemnified against all claims, demands, actions, costs, expenses, losses, damages and liabilities of any nature arising from or incurred (i) by reason of any loss, damage or distress suffered by any person as a result of the loss, destruction, damage, unauthorised or unlawful disclosure or processing of Protected Data by FTL or any FTL Personnel or (ii) as a result of any failure by FTL or any FTL Personnel to
comply with the provisions of this addendum or (iii) by reason of FTL or any FTL Personnel acting outside or contrary to the Customer’s lawful instructions.
If FTL provides Personal Data to the Customer during the term of this Agreement, it warrants that it has obtained such Personal Data lawfully and is entitled to provide it to the Customer and for the Customer to use it for reasons connected with this Agreement.
This addendum shall continue in full force and effect indefinitely after termination or expiry of this Agreement.