Floix Licence Terms
1. Definitions

‘Affiliate’ means any person, partnership, joint venture, corporation, company or other form of enterprise, domestic or foreign, including without limitation, subsidiaries, that directly or indirectly control, are controlled by, or are under common control with a party (for which purposes the term ‘control’ shall be as defined in section 1124 of the Corporation Tax Act 2010).

‘Commencement Date’ means the date that the Customer agreed to the Floix Licence Terms.

‘Customer’ means the company/entity that the individual agreeing to the Floix Licence Terms represents, or purports to represent.

‘Customer Data’ means the data uploaded by the Customer to the Floix Software.

‘Customer’s Group Companies’ means those companies/entities that constitute an Affiliate of the Customer.

‘Customer Warranties’ means the warranties set out at clause 6.

‘Data Protection Legislation’ means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

‘Floix Documents’ means any documents provided pursuant to the Floix Software, including but not limited to the templates provided with the Floix Software.

‘Floix Licence Terms’ means this document.

‘Floix Software’ means the software which Floix Limited grants the Customer access to and any updates thereto.

‘Floix Software Database’ means the collection of Customer Data stored within and used by the Floix Software.

‘Floix Support Services’ means the technical helpdesk provided by Floix Limited to the Customer.

‘Floix Limited Warranties’ means the warranties set out at clause 7.

‘Parties’ means Floix Limited and the Customer.

‘Party’ means either Floix Limited or the Customer.

‘Term’ means the period stated in clause 3.

‘Users’ means those individuals that use the Floix Software on behalf of the Customer and the Customer’s Group Companies.

2. Access and Use of Floix Software, Floix Documents, and Floix Support Services
  • Floix Limited grants the Customer (via the Users) access to and use of the Floix Software, Floix Documents, and Floix Support Services for the Term.
  • This access and use is not provided exclusively to the Customer and cannot be transferred or sublicensed and cannot be used for the benefit of any third parties, excluding the Customer’s Group Companies.
  • The Floix Documents can be saved, copied, and printed but can only be used for the Customer’s and the Customer’s Group Companies’ benefit and on the condition that the Customer uses the Floix Software beyond the 90-day free trial period.
3. TERM
  • 1 year from the Commencement Date, with automatic renewals of 1 year periods unless either of the Parties provides the other with written notice of non-renewal no later than 30 days prior to the expiration of the initial 1 year period or any subsequent 1 year renewal period.
  • The Customer has the right to terminate without being liable to pay the Annual Price provided that written notice is provided to Floix Limited to this effect within a 90 day period from the Commencement Date. The Customer and the Customer’s Group Companies are only entitled to one 90 day free trial period collectively.
4. Annual Price and Payment
  • The annual price payable by the Customer to Floix Limited is £1000 per annum (subject to an annual RPI increase) plus VAT (where applicable) payable in advance and no later than 30 days from the date of the relevant invoice.
5. Liability
  • The Customer shall be liable to Floix Limited for any breach of the Customer Warranties and other terms contained herein and will indemnify Floix Limited in respect of the same (including in respect of any third-party claims resulting from such a breach).
6. CUSTOMER WARRANTIES
  • The Customer warrants that the Users are its employees or employees of the Customer’s Group Companies.
  • The Customer will act in good faith and comply with the terms contained herein as well as all applicable laws in connection with its use of the Floix Software and Floix Documents.
  • The Customer will ensure that the necessary technical requirements required to operate the software are satisfied so that it can receive the Floix Software.
  • The Customer will not (and will ensure that the Users do not) directly or indirectly:
    • Interact with the Floix Software outside of the customer interface, for example inspecting or altering the Floix Software’s code or Floix Software Database.
    • Copy the Floix Software.
    • Upload any content to the Floix Software that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable.
    • Infringe the intellectual property rights of Floix Limited or any third party in connection with the use of the Floix Software.
    • Mirror the Floix Software on any server.
    • Allow any non-Users to use any User IDs or password(s) to access to the Floix Software.
    • Associate the Floix Software or its content to another website by employing any technology, including but not limited to framing.
    • Extract data from the Floix Software (“data scraping”).
    • Use the Floix Software, Floix Documents or Floix Support Services, negligently, recklessly or fraudulently.
7. FLOIX LIMITED WARRANTIES
  • Floix Limited warrants that the Floix Software and Floix Documents will be of satisfactory quality and fit for purpose and that it will provide the Floix Support Services with reasonable skill and care
  • Floix Limited will implement such reasonable measures as it sees fit to ensure the security and availability of the Floix Software Database and will advise the Customer as soon as practicable in the event of a security breach.
8. RESERVATION OF RIGHTS
  • All intellectual property rights in the Floix Software and Floix Documents will remain with Floix Limited, subject to the terms contained herein.
  • All intellectual property rights in the Customer Data will remain with the Customer or the Customer’s Group Companies but for avoidance of doubt the Customer grants Floix Limited permission on its own behalf and on behalf of the Customer’s Group Companies to use the same in order to discharge its obligations.
  • Floix Limited reserves the right to update the Floix Software and Floix Documents at any time.
9. ANALYTICS
  • The Customer agrees that Floix Limited can collect and store non-personal information regarding the use of Floix Software by the Users in order to improve the Floix Software and Floix Support Services.
10. USE OF CUSTOMER’S NAME AND LOGO ON WEBSITE
  • The Customer agrees on its own behalf and on behalf of the Customer’s Group Companies that Floix Limited can use the Customer’s and the Customer’s Group Companies’ names and logos on its website to indicate that they are users of the Floix Software.
11. LIMITATION OF LIABILITY
  • 11.1. Nothing in the contract between the Parties excludes the liability of either Party for:
    • Death or personal injury caused by the Parties’ negligence;
    • Fraud or fraudulent misrepresentation.
    • Any other liabilities that cannot be excluded by law.
  • Floix Limited shall not be liable to the Customer for any indirect loss.
  • The liability of Floix Limited under or in connection with the contract between the Parties is limited to breach of its express obligations and to an amount equalling the Annual Price paid by the Customer in respect of the year in which the breach arose
12. TERMINATION
  • Either Party may terminate immediately in the following circumstances
    • Upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such Party’s debts.
    • Upon the other Party making an assignment for the benefit of creditors.
    • Upon the other Party’s dissolution or ceasing to do business.
    • Upon the other Party materially breaching the terms contained herein and failing to remedy the breach within 30 days after receiving written notice specifying the breach.
  • Floix Limited may terminate immediately upon providing written notice to the Customer, if the Customer breaches any of the Customer Warranties or clause 14.
  • Upon termination all rights granted to Customer will terminate and the Customer must cease use of the Floix Software and pay Floix Limited any sums owing.
  • No later than 4 weeks after termination, Floix Limited will make the Customer Data stored in the Floix Software Database available for the Customer to download free of charge. Floix Limited will make this Customer Data available for 4 weeks, following which it will be deleted, unless otherwise agreed between the parties in writing.
13. CLAUSES THAT SURVIVE TERMINATION
  • Those obligations which by their nature should survive termination will do so and for the avoidance of doubt this shall include the obligations at clause 14.
14. CONFIDENTIALITY
  • Floix Limited will keep the Customer Data confidential, other than in respect of advising its employees and advisers where reasonably necessary or where required by law. Where Floix Limited does disclose the Customer Data to its employees and advisers, it will ensure that they keep the Customer Data confidential.
  • The Customer will keep the detail of the negotiations, terms and pricing confidential, other than in respect of advising its employees and advisers where reasonably necessary. Where the Customer does disclose the detail of the negotiations, terms and pricing to its employees and advisers, it will ensure that they keep the detail of the negotiations, terms and pricing confidential.
  • The Customer will (and will ensure that the Users) keep the Floix Software and its nature confidential, other than in respect of advising its employees and advisers where reasonably necessary. Where the Customer does disclose the Floix Software and its nature to its employees and advisers, it will ensure that they keep the Floix Software and its nature confidential.
15. DATA PROTECTION
  • Each Party warrants that it shall comply with the Data Protection Legislation.
  • The Customer is the data controller and Floix Limited is the data processor of any personal data.
  • In accordance with Article 29(3) of the UK GDPR, the scope of processing is as follows:
    • Subject matter of processing: processing personal data for the purpose of using the Floix Software.
    • Duration of processing: for as long as the contract between the Customer and Floix Limited subsists in accordance with clause 3.
    • Nature of processing: storing personal data relating to Users and individuals associated with the companies / entities entered into the Floix Software.
    • Purpose of processing: the processing will be part of the operation of the Floix Software hosted by Floix Limited and operated by the Customer.
    • Type of personal data being processed: personal data of Users and individuals associated with the entities entered into the Floix Software. Such personal data might include names, home addresses, service addresses, email addresses, phone numbers and National Insurance Numbers.
    • Categories of data subject that is subject to the processing: Users and individuals associated with the companies / entities entered into the Floix Software.
    • The controller’s obligations and rights: as stated herein.
  • In accordance with Article 29(4) of the UK GDPR, Floix Limited shall in relation to any personal data processed in connection with the performance by Floix Limited of its obligations:
    • Process that personal data only on the documented written instructions of the Customer, such instructions being deemed to include processing in accordance with the scope of processing set out at clause 15.3 or such processing reasonably incidental to such scope of processing. The only exception to this is where Floix Limited is required by law to otherwise process that personal data.
    • Ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential.
    • Ensure that it has in place appropriate technical and organisational measures to ensure the security of personal data.
    • Assist the Customer as reasonably required in complying with its obligations under the UK GDPR, including (at the Customer’s cost) responding to any requests from data subjects and contributing to personal data audits carried out by the Customer or third parties.
    • Notify the Customer without undue delay on becoming aware of a personal data breach.
    • At the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination unless required by law to store the personal data.
    • The Customer consents to Floix Limited appointing third-party processors of personal data. Floix Limited confirms that it has entered into / will enter into a contract with any such third-party processor which incorporate terms which are substantially the same as those set out in this clause 15. Floix Limited shall remain liable for all acts or omissions of any such third-party processor.
16. ASSIGNMENT
  • Neither Party shall be entitled to assign or novate the contract between them without the other Party’s consent, such consent to be in writing and signed by both Parties.
17. NO VARIATION
  • No variation of the terms contained herein will be effective unless it is in writing and signed by both Parties.
18. NO WAIVER
  • All waivers under the contract agreed between the Parties must be in writing and signed to be effective.
19. SEVERANCE
  • If any term (or part of a term) contained herein is found to be invalid or unenforceable by any court of competent jurisdiction, the validity or enforceability of the remaining terms shall not in any way be affected.
20. INTERPRETATION
  • The terms contained herein will be interpreted according with their plain meaning and without any presumption that they should be construed in favour of or against either Party.
21. FORCE MAJEURE
  • Neither Party will be responsible for failure of performance (other than for an obligation to pay money) due to causes beyond its control, including: acts of God or nature; labour disputes; sovereign acts of any federal, state or foreign governments; and network and/or computer failure, provided that the affected Party makes a reasonable attempt to remove the impact of the force majeure event as soon as reasonably possible. Either Party will have the right to terminate upon written notice if a Force Majeure Event continues to impact performance of the other Party for more than 30 consecutive days.
22. NO REPRESENTATION OR WARRANTY
  • Both Parties acknowledge and agree that in entering into the contract between them that they have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person other than as expressly set out herein.
23. NO PARTNERSHIP, JOINT VENTURE OR AGENCY
  • Nothing will be construed to create a partnership, joint venture, or agency relationship between the Parties.
24. THIRD PARTIES
  • The Customer acknowledges that the Floix Software may involve the use of third party goods and services in conjunction with its use of the Floix Software and that it will (and will ensure that the Users will) comply with the third parties relevant terms and conditions. The Customer acknowledges that such third parties are beneficiaries under the contract between the Parties and may enforce it as if they were a party to it.
  • Except as set out in this clause 24, the Parties confirm that it is not their intention to confer any rights on any person who is not a party to the contract between them, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
25. ENTIRE AGREEMENT
  • The terms agreed herein constitute the entire agreement between Floix Limited and the Customer with respect to its subject matter.
26. GOVERNING LAW AND JURISDICTION
  • The contract between the Parties shall be governed by English law and jurisdiction