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GENERAL
1.1 These terms and conditions apply to the provision of access to a website, a
search facility called Trufflenet and information contained therein (the “Service”)
by Trufflenet Limited (“Trufflenet”), to the Client (the “Client”) in accordance
with the Client’s requirements for a period of time (the “Access Period”) (the “Contract”).
1.2 The Service aims to analyse online commentary and profiles to enable the Client
to identify issues relevant to the Client. Trufflenet can provide, if requested
advice on these issues by the provision of consultancy or by telephone advice.
1.3 The Service is provided to the Client via internet connections which are hosted
and supplied by a third Party (the “Host Supplier”).
1.4 The Client acknowledges that it has provided Trufflenet with accurate and complete
registration information and that it is the Clients responsibility to update Trufflenet
of any changes to that information.
1.5 All quotations and offers made by Trufflenet are given or made subject to the
availability of information materials and any other items required to give effect
to Trufflenet’s obligations under the Contract.
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SUPPLY OF SERVICE
2.1 The Client will be responsible for all employees using the Service and must
make sure that all such employees comply with the terms of this agreement.
2.2 There is no limit on the number of employees which a Client can arrange to have
access to the Service nor on the time each spends using the Service. However, it
is expected that there will not be more than 8 concurrent users of the Service.
If the Client requires additional capacity, this needs to be referred to the Company
and additional charges may apply.
2.3 A Client is able to amend the keywords which Trufflenet is using to conduct
its search either online or by informing Trufflenet in writing or by telephone.
The Client is also able to define their top four competitors against which they
can compare their profile generated as a result of the search.
2.4 Reasonable changes to employees or keywords may be made at any time by the Client.
Unreasonable changes include, but are not limited to, employees with an email address
which is from a different organisation or keywords that are not directly related
to the Client and their principle activities. Trufflenet reserves the right to
suspend any changes, subject to the Client seeking written permission for the change.
2.5 If any Client believes there has been a breach of security such as theft of
an Access Code, the Client must notify Trufflenet immediately.
2.6 Trufflenet’s policy being one of continuous improvement, Trufflenet may at
any time without prior notification make any changes to the Service which are necessary
to comply with any applicable safety or other statutory requirements, or which do
not materially affect the nature or quality of the Service.
2.7 The Client acknowledges that Trufflenet does not guarantee the provision of
the Service on an uninterrupted basis but that Trufflenet shall use reasonable
endeavours to provide the Service. The Client acknowledges that the Service may
be closed down or suspended from time to time in order for work to be carried out
relating to the upgrading or maintenance of the Service or for other reasons relating
to the provision of the Service whether caused by Trufflenet or the Host Supplier.
2.8 Trufflenet may at any time correct any typographical or other errors or omissions
in any website text, brochure, promotional literature, quotation or other document
relating to the provision of the Services without any liability to the Client.
2.9 Trufflenet reserves the right to withdraw the Service from any Client if it
considers the Client’s actions are a misuse of the system. Such misuse may be caused
by, but are not limited to, use of excessive keywords to run a search and frequent
changes of key-words.
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PAYMENT TERMS
3.1 All prices are, unless otherwise stated, exclusive of any applicable value added
tax.
3.2 Time of payment is of the essence of the Contract between Trufflenet and the
Client. If the Client fails to make payment by any relevant due date, Trufflenet
shall be entitled to suspend or cancel the Service. The Client shall not be entitled
to withhold or set off payments for any reason whatsoever.
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WARRANTIES AND LIABILITY
4.1 Trufflenet shall be under no liability in respect of any defect in the Service
arising from any information, materials or other services which are supplied by
any third party.
4.2 Trufflenet shall be under no liability in respect of any defect in the Service
or any inability for the Client to access the Service due to any fault or omission
of the Host Supplier, nor for any consequential loss, whether foreseeable or not,
which may result from the inability of the Client to gain access to the Service.
4.3 Trufflenet shall be under no liability for any result which the Service provides
which may be, or considered to be, inaccurate or misleading.
4.4 Where any valid claim is made in accordance with the provisions hereof in respect
of the Service, Trufflenet shall be entitled to re-execute the Service (or such
part of the Service in question) or, at Trufflenet’s sole discretion, refund to
the Client the Contract price (or the appropriate proportion thereof), but, unless
otherwise provided by law, Trufflenet shall have no further liability to the Client.
4.5 Except in respect of death or personal injury caused by Trufflenet’s negligence
and except as otherwise specifically provided by law, the entire liability of Trufflenet
under or in connection with the Contract shall not exceed Trufflenet’s contract
price.
4.6 Except as expressly provided for in these terms and conditions, all warranties,
conditions or other implied terms are excluded to the fullest extent permitted by
law, and Trufflenet hereby excludes any liability for any indirect, special or
consequential loss.
4.7 The Client warrants that any and all material provided by it, and its use by
Trufflenet for the purpose of providing the Service, will not infringe the copyright
or other rights of any third party, and the Client shall indemnify Trufflenet against
any loss, damages, costs, expenses or other claims arising from any such infringement.
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PROPERTY RIGHTS
5.1 All intellectual property rights in any material provided to Trufflenet by
the Client shall belong to the Client (or any other third-party where relevant).
5.2 All intellectual property rights in any material provided by Trufflenet to
the Client shall, unless otherwise agreed in writing, belong to Trufflenet (or
any third-party where relevant), subject only to the right of the Client to use
such material in connection with the Service. Such material shall not be redistributed
by the Client to any third party.
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TERMINATION AND BREACH
6.1 If the Client:
6.1.1 makes default in or commits any breach of its obligations to Trufflenet hereunder;
or
6.1.2 commits an act of bankruptcy, becomes insolvent, makes an arrangement with
creditors or (being a company) has a receiver, administrator or liquidator appointed
or any proceedings have commenced relating to the insolvency or possible insolvency
of the Client; or
6.1.3 causes or threatens to cease to trade or if serious doubt arises as to the
Client’s solvency;
then in each case, Trufflenet shall immediately become entitled (without prejudice
to its other claims and rights under the Contract, without the requirement to give
prior notice to the Client and without liability to the Client whatsoever) to terminate
the Contract.
6.2 No order for the Service by any Client which has been accepted by Trufflenet
and confirmed by an Access Period Confirmation may be cancelled by the Client except
with the written agreement of Trufflenet and on terms that the Client shall indemnify
Trufflenet in full against all loss (including loss of profit), costs (including
the cost of all labour and materials used), damages, charges and expenses incurred
by Trufflenet as a result of cancellation.
6.3 Trufflenet shall not be deemed to have breached the terms of the Contract or
otherwise be liable to the Client for any refund or otherwise for any delay in performance
or non-performance of any of its obligations to the extent that such delay or non-performance
is due to any circumstances beyond the reasonable control of Trufflenet.
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GENERAL
7.1 The Contract constitutes the entire agreement between the parties in relation
to the provision of the Service, supersedes any previous agreement or understanding
and may not be varied except in writing between the parties.
7.2 Any notice required or permitted to be given by either party to the other under
the Contract shall be in writing and addressed to that other party at its registered
office or principal place of business or if the Client is an individual at his home
address, or shall be by telephone and confirmed in writing as soon as is reasonably
practicable.
7.3 No waiver by Trufflenet of any breach of the Contract by the Client shall be
considered as a waiver of any subsequent breach of the same or any other provision.
7.4 If any provision of these terms and conditions is held by any competent authority
to be invalid or unenforceable in whole or in part, the validity of the other provisions
(and the remainder of the provision in question) shall be unaffected.
7.5 Trufflenet may assign the Contract with the Client or sub-contract the whole,
or any part thereof to any other person, firm or company. Unless otherwise agreed
in writing by Trufflenet, the Client may not assign either the benefit or the burden
of the Contract.
7.6 The Contract does not give any rights to any third party and no party other
than a party to the Contract shall be entitled to enforce any term of the Contract.
7.7 The Contract shall be governed by the law of England and Wales and the Client
agrees to submit to the jurisdiction of the English courts.