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YOU SHOULD PRINT A COPY OF THESE TERMS FOR FUTURE REFERENCES.
Disclaimer: A TL;DR ( Too Long Did not Read ) version will be provided under very long and complex sections. Summaries are provided for convenience and user-friendly understanding, but they are not legally recognized terms or sections. Always refer to the full sections for official legal terms and use.
These terms and conditions (Conditions) constitute a legal agreement between the Customer and 23C (each as defined below) for the use of 23C’s “Orama” (ORAMA.IO) digital platform (Orama) (and all software comprised within Orama) to which 23C will provide access in order to deliver the Services (as defined below).
IMPORTANT NOTICE TO ALL USERS:
BY CLICKING ON THE "ACCEPT" BUTTON BELOW THE CUSTOMER AGREES TO THESE CONDITIONS WHICH WILL BIND THE CUSTOMER.
IF THE CUSTOMER DOES NOT AGREE TO THESE TERMS, THE CUSTOMER MUST CLICK ON THE "REJECT" BUTTON BELOW AND MAY NOT ACCESS ORAMA.
The following definitions and rules of interpretation apply in these Conditions.
23C: Twenty Third C Technology Limited registered in England and Wales with company number 13622282 and whose registered office is at GroundFloor Office, Clarence Court, Dee Road, Richmond, England, TW9 2JN.
23C Materials: has the meaning set out in clause 4.1.8.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.1.
Conditions: these terms and conditions, including Schedule 1, as amended from time to time in accordance with clause 10.5.
Contract: the contract between 23C and the Customer for the supply of Services which is governed by these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person or firm who purchases Services from 23C.
Customer Default: has the meaning set out in clause 4.7.
Customer Dependencies: the obligations of the Customer indicated as Customer Dependencies in Schedule 1.
Initial Subscription Term: monthly from the Commencement Date.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off orunfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered orunregistered and including all applications and rights to apply for and begranted, renewals or extensions of, and rights to claim priority from, suchrights and all similar or equivalent rights or forms of protection whichsubsist or will subsist now or in the future in any part of the world.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Orama: 23C’s “Orama” digital platform (ORAMA.IO) to which 23C will provide access in order to deliver the Services.
Renewal Period: the period described in clause 8.1.
Services: the access to Orama and delivery of subscription services by 23C to the Customer via Orama in accordance with these Conditions, thescope of the Services being specified at [INSERT LINK].
Subscription Charges: the fee payable by the Customer to 23C inrespect of 23C providing the ongoing Services, as specified at [INSERTWEBLINK] and payable in accordance with clause 5.
Subscription Term: has the meaning given in clause 8.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Virus: any thing or device (including any software, code, file or programme) which may:
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be construed accordingly
TL;DR: The above is an important glossary that you must read and be aware of in order to fully understand the following lines. No TL;DR version can be given for important information.
1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory.
1.2.2 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11 pm on 31 January 2020.
1.23 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description,definition, phrase or term preceding those terms.
1.2.4 A reference to writing or written includes email.
1.2.5 Schedule 1 to These Conditions, together with any documents referred to in it, forms an integral part of these Conditions and any reference to “these Conditions” means these Conditions together with Schedule 1 and all documents referred to in it, and such amendments in writing as may subsequently be agreed between the parties.
TL;DR: References to statutes include amendments or re-enactments; references to EU law include its application in England and Wales, including any retained, amended, extended, re-enacted, or given effect from 31 January 2020; illustrative words do not limit preceding terms; "writing" includes email; Schedule 1 and referred documents are integral to these Conditions, with subsequent agreed amendments in writing.
2.1 The Contract shall come into existence once the Customer clicks on the“ACCEPT” button (Commencement Date).
2.2 These Conditions apply to the Contract to the exclusion of any other termsthat the Customer seeks to impose or incorporate, or which are implied bytrade, custom, practice or course of dealing.
TL;DR: The Contract begins when the Customer clicks "ACCEPT" (Commencement Date). These Conditions apply exclusively to the Contract, excluding any other terms the Customer may try to impose or include, or that are implied by trade, custom, practice, or previous dealings.
3.1 23C shall supply the Services to the Customer in accordance with theseConditions in all material respects.
3.2 Any performance dates shall be estimates only and time shall not be ofthe essence for performance of the Services.
3.3 23C reserves the right to amend these Conditions if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and 23C shall notify the Customer in any such event.
3.4 23C warrants to the Customer that the Services will be provided usingreasonable care and skill on and subject to the terms of the Contract.
TL;DR: 23C will provide Services in accordance with the Conditions, performance dates are estimates without strict time constraints, 23C can amend the Conditions to comply with laws or regulations, and Services will be provided with reasonable care and skill as per the Contract.
3.5 23C shall:
(a) planned maintenance during Normal Business Hours for up to four (4) hours in any consecutive thirty (30) day period, and 23C shall provide the Customer with twenty (20) days’written notice of any such planned maintenance; and
(b) unscheduled maintenance, provided that in respect of such maintenance 23C has used reasonable endeavours to:
(i) give the Customer at least two (2) hours’ notice inadvance; and
(ii) ensure that such unscheduled maintenance lasts no longer than six (6) hours.
TL;DR: 23C will make reasonable efforts to ensure Services availability, with planned and unscheduled maintenance, and provide standard customer support during Normal Business Hours at no extra cost, subject to possible amendments at 23C's discretion.
3.6 The Customer may purchase enhanced support services separately at23C's then current rates.
TL;DR: The Customer is responsible for keeping and maintaining 23C Materials in safe custody, not disposing of or using them contrary to 23C's instructions, and returning them in good condition to 23C.
TL;DR (4.2.2 only): The Customer must not transmit viruses or unlawful content, engage in prohibited activities, or attempt to copy or reverse-engineer the Services and/or Orama. Violation may result in access being disabled by 23C.
Use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or Orama and, in the event of any such unauthorised access or use, promptly notify 23C.
TL;DR (All 4.4 section): The Customer must comply with anti-bribery and anti-corruption laws (Relevant Requirements), avoid activities that would be offenses under the Bribery Act 2010, adhere to Relevant Policies, maintain their own compliance procedures, notify 23C of any breaches or demands for undue advantage, report any involvement of foreign public officials, and provide annual certification of compliance to 23C.
Ensure that any person associated with the Customer who is using or receiving the benefit of the Services in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Customer in clause 4.4(“Relevant Terms”).
Be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to 23C for any breach by such persons of any of the Relevant Terms.
TL;DR: The Customer must ensure that associated persons comply with written contracts that include equivalent terms and will be directly liable for any breaches by those persons.
The meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
TL;DR: Definitions of "adequate procedures," "foreign public official," and "associated person" are determined by relevant sections of the Bribery Act 2010 and associated guidance.
Is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”),without limiting or affecting any other right or remedy available to it, 23C shall:
TL;DR (4.7 section): If the Customer's actions or omissions result in a delay or prevent the performance of Services, 23C has the right to suspend Services, is not in breach of the Contract, is not liable for associated costs or losses, may extend the affected time for performance, and can charge the Customer for additional expenses incurred due to the delay or failure.
To increase the Subscription Charges as detailed at [WEBLINK].
Invoice the Customer for the Subscription Services, and the Customer shall pay each such invoice, in accordance with and as detailed at [WEBLINK] in full and in cleared funds to a bank account nominated in writing by 23C.
Time for payment shall be of the essence of the Contract.
TL;DR: 23C will invoice the Customer for Subscription Services, and timely payment is essential.
Exclusive of amounts in respect of value added tax chargeable from time to time(“VAT”). Where any taxable supply for VAT purposes is made under the Contract by 23C to the Customer, the Customer shall, on receipt of a valid VAT invoice from 23C, pay to 23C such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
TL;DR: VAT will be charged separately and the Customer is responsible for paying the additional VAT amounts specified on a valid VAT invoice from 23C at the same time as payment for the Services is due.
Then, without limiting 23C's remedies under clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
TL;DR: If customer fails paying on time, he will pay interest on overdue amounts at a rate of 4% per year above the Bank of England's base rate, or 4% per year if the base rate is below 0%.
Be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or with holding of tax as required by law).
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by 23C.
23C grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use Orama (excluding materials provided and / or uploaded by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
TL;DR: The Customer will pay interest on overdue amounts at a rate of 4% per year above the Bank of England's base rate, or 4% per year if the base rate is below 0%.
Sub-license, assign or otherwise transfer the rights granted in clause 6.2.
23C a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to 23C for the term of the Contract for the purpose of providing the Services to the Customer.
TL;DR: The Customer grants 23C a license to copy and modify provided materials for the purpose of providing Services.
Limits any liability which cannot legally be limited, including but not limited to liability for:
23C's total liability to the Customer under or in connection with the Contract whether arising in contract, tort (including negligence), misrepresentation, restitution or otherwise shall not exceed the total Subscription Charges paid or payable by the Customer to 23 Cover the twelve (12) months immediately prior to the date that the cause of action giving rise to such liability arose.
TL;DR: 23C's liability to the Customer, except as stated in clause 7.1, is limited to the total Subscription Charges paid or payable by the Customer to 23C during the twelve (12) months preceding the date when the cause of action giving rise to the liability occurred.
The types of loss listed in clauses 7.3.1 to 7.3.7 are wholly excluded by the parties.
Given commitments as to compliance of the Services with,relevant specifications in clause 3.
In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
Given commitments as to compliance of the Services with relevant specifications in clause 3.
This clause 7 shall survive termination of the Contract.
TL;DR: 23C's commitments regarding compliance with specifications exclude implied terms of the Supply of Goods and Services Act 1982, and clause 7 continues to apply after Contract termination.
Unless otherwise terminated as provided in this clause 8, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed during each “Renewal Period”, unless:
TL;DR: The Contract begins on the Commencement Date and continues for the Initial Subscription Term. Afterward, it automatically renews for each Renewal Period unless either party gives written notice of termination at least thirty (30) days before the end of the Initial Subscription Term or any Renewal Period. The Subscription Term includes the Initial Subscription Term and any subsequent Renewal Periods.
Either party may terminate the Contract with immediate effect by giving written notice to the other party if:
TL;DR: Either party can terminate the Contract immediately by giving written notice if the other party: (1) commits a material breach and fails to remedy it within 14 days, (2) takes actions related to insolvency or business cessation, (3) suspends or ceases a substantial part of its business, or (4) experiences a significant deterioration in its financial position jeopardizing its ability to fulfill obligations.
23C may terminate the Contract with immediate effect by giving written notice to the Customer if:
23C may suspend the supply of Services under the Contract or any other contract between the Customer and 23C if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 8.2.2 to clause 8.2.4, or 23C reasonably believes that the Customer is about to become subject to any of them.
TL;DR: 23C can suspend the supply of Services if the Customer fails to pay on time, becomes subject to events listed in clauses 8.2.2 to 8.2.4, or if 23C reasonably believes that the Customer is about to become subject to such events.
TL;DR: Upon termination of the contract, the Customer must promptly pay any outstanding invoices, return unpaid 23C Materials, cease using Orama and the Services, terminate all granted licenses, and return any equipment, property, software, or other items belonging to the other party.
Not affect any rights, remedies,obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
TL;DR: Termination or expiry of the Contract does not affect accrued rights, remedies, obligations, or liabilities, including the right to claim damages for pre-existing breaches.
Remain in full force and effect.
TL;DR: Provisions of the Contract intended to remain in force after termination or expiry will continue to be effective.
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including, without limitation, strikes,lock-outs or other industrial disputes (whether involving the workforce of 23C or any other party), failure of a utility service or transport or telecommunications network, network slowdown act of god, epidemic or pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident,breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. If the period of delay or non-performance continues for two (2) months, the party not affected may terminate the Contract by giving four (4) weeks’ written notice to the affected party.
TL;DR: Neither party will be in breach of the Contract or liable for any delay or failure in performing obligations if it is caused by events beyond their control, such as strikes, utility failures, acts of nature, war, or government orders. If the delay continues for two months, the unaffected party can terminate the Contract by giving four weeks' written notice.
TL;DR: 23C has the right to assign, subcontract, or deal with its rights and obligations under the Contract. The Customer cannot assign or transfer its rights and obligations without prior written consent from 23C.
TL;DR (10.3.2 only): Confidential information may be disclosed to relevant parties involved in the Contract's obligations and as required by law or regulatory authorities.
TL;DR (10.4.1 only): The Contract is the complete agreement, replacing all prior agreements and understandings between the parties.
TL;DR (10.4.2 only): Both parties acknowledge that they do not rely on any statements or representations outside of the Contract, and they waive any claim for innocent or negligent misrepresentation not specified in the Contract.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties(or their authorised representatives).
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
TL;DR: Waivers, failure to exercise rights, or partial exercise do not limit future rights or remedies under the Contract.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 10.7 shall not affect the validity and enforce ability of the rest of the Contract.
TL;DR: Invalid or unenforceable provisions will be modified or deleted to the minimum extent necessary, without affecting the validity of the rest of the Contract.
TL;DR: Notices and communications under the Contract must be in writing and can be delivered by hand, post, or email to the specified addresses.
TL;DR: Notice receipt: hand delivery upon signature, postal delivery on the second Business Day, and email upon sending or when Normal Business Hours resume.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
TL;DR: The Contract does not grant rights to third parties under the Contracts (Rights of Third Parties) Act 1999, and the parties can rescind or vary the Contract without the consent of any other person.
The Contract, 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.