1 – Interpretation
In this Contract unless the context otherwise requires:
“StoneShot”, “We”, “Our” and “Us” means StoneShot Ltd (registered in England and Wales no: 4212270) whose registered office is Osprey House, Primett Road, Stevenage, Hertfordshire, SG1 3EE.
“You” or “Client” means the organisation we make this Contract with.
“Your Information” means data, information, video, graphics, sound, music, photographs, software and any other material (in whatever form) that you make available on StoneShot.com.
“Content” means data, information, video, graphics, sound, music, photographs, software and any other material (in whatever form) which may be made available to you as part of the Service.
“Contract” means the agreement between us and you incorporating these Conditions and the Client Schedule.
“Service” means the service provided by us to you whereby you can gain access to StoneShot.com including your Content and, where applicable, any other services and applications which we provide and you use in connection with the Service.
“Software” means any software provided by us to enable you to access or use the Service.
2 – Commencement of This Contract
2.1 – This Contract starts on the day this contract is signed.
3 – Provision of the Service
3.1 – We agree to provide you with the Service on the terms and conditions of this Contract, which sets out the entire agreement between you and us for the provision of the Service. We may accept instructions from another person who we reasonably believe is acting with your authority or knowledge.
3.2 – In performing our obligations under this Contract we will exercise the reasonable care and skill of a competent Application Service Provider (ASP).
3.3 – You acknowledge that by accepting the terms and conditions of this Contract you will be deemed to be consenting to immediate provision of the Service by us to you. Accordingly, you will have no right to cancel the provision of the Service.
3.4 – The Service depends on having access to the Internet. The Internet is separate from the Service and use of the Internet is at your own risk and is subject to any applicable laws. We have no responsibility for any goods, services,
information, software, or other materials obtained by you when using the Internet.
We cannot guarantee that the Service will never be faulty but we will correct reported faults as soon as we reasonably can. If a fault occurs you should report the fault by telephone, electronic mail or in writing to the Helpdesk. Current contact details are support@stoneshot.com, 0207 628 4444 and Osprey House, Primett Road, Stevenage, Hertfordshire, SG1 3EE.
3.5 – You are responsible for providing a suitable PC, an appropriate interface, modem and any other items of hardware or communications equipment necessary to enable you to access the Internet. Information on the minimum specification requirements and equipment supported by the Service is available on request.
3.6 – We will use all reasonable efforts to make the Service available 24 hours per day, 7 days a week, but from time to time faults may occur which affects this level of Service availability. We may temporarily suspend the Service because of an emergency or for operational reasons, maintenance or improvements, but before doing so will give you as much notice as is reasonably practicable. We will restore the Service as soon as reasonably practicable after temporary suspension.
3.7 – We may, from time to time, vary the technical specification of the Service or alter any part of the Service. We will give you as much notice as we reasonably can of any such variations that affect your use of the Service.
3.8 – Helpdesk Call Monitoring. We may occasionally monitor and record calls made to or by us relating to the Helpdesk. We do this for training purposes and to improve the quality of our customer services, including complaint handling.
3.9 – StoneShot will not make available to, or share with any third party, any data supplied by the client unless agreed in advance in writing with the client. StoneShot shall not use this data for their commercial advantage. StoneShot may use aggregated statistical data derived from the operation of the services provided that the use of the data will not reveal the identity of any individual or specific data or the client that is the source of the data.
3.10 – The Service may comprise software, services, technical information, training materials or other technical data which, because of their origin or otherwise are subject to the United Kingdom export control regulations or the laws or regulations of another country. In such cases, provision of the Service will be conditional on StoneShot obtaining and maintaining all necessary consents. You agree to comply with any such laws and regulations of any country that are applicable to your use of the Service.
4 – Charges
4.1 – You agree to pay all charges for the Service as specified and by the method of payment specified in the contract.
4.2 – Unless otherwise specified all charges are payable in advance. Unless we notify you to the contrary, liability for charges will start on the day the contract is signed.
4.3 – Unless the agreement provides otherwise, all charges for the Service are exclusive of Value Added Tax. Where Value Added Tax is applicable to the Service the invoice shall clearly state the Value Added Tax inclusive amount of the fees.
4.4 – You agree that the charges for the service will increase by the rate of inflation each year. The increase will apply at the point the contract renews and the increase will be no more than the RPI rate of inflation published the previous month.
4.5 – Invoices will be sent out with 30 days’ payment terms; StoneShot reserves the right to charge interest on payments received after this date, at the rate of 2% over the BofE base rate.
5 – Security
5.1 – In order to access the Service, StoneShot shall issue you with a set of unique passwords and user names. You are responsible for the security and proper use of all passwords relating to the Service and must take all reasonable steps to ensure that all passwords are kept confidential, secure and are used properly.
5.2 -You must inform us as soon as practicable if you have any reason to believe that any password or user name has become known to someone not authorised to use it or if any password or user name is being or is likely to be used in an unauthorised way.
5.3 – If we have a reasonable belief that there is likely to be a breach of security or misuse of the Service we may by providing written notice to you:
a) change your password or user name; and/or
b) Suspend your user name and password access to the Service.
Where we suspend your access to the Service under this clause, we shall provide you with a full explanation as to why we have suspended the Services and provide you with an opportunity to demonstrate that the breach of security or misuse of the service has not or will not occur. Where you reasonable demonstrate that the breach has not or will not occur we will cease the suspension of access to the Service as soon as reasonably practicable.
5.4 – If you forget any password, by contacting the Helpdesk by telephone and satisfying such security checks as we may operate, you will be given a new password to enable you to use the Service.
5.5 – You agree to notify us as soon as practicable of any changes to the information you give to us during the registration process including any changes to your account details.
5.6 – You confirm and warrant that all the information supplied by you when you register for the Service is true, complete and accurate in all respects.
6 – Use of the Service
6.1 – The Service may not be accessed or used more than once by any given user at any given time.
6.2 – You are responsible for the creation, maintenance and design of your Information.
6.3 – You must ensure that your Information does not include any information or material, any part of which or use of which would be a criminal offence or in any way unlawful. In particular, you must ensure that all necessary licences and consents (including those from owners of copyrights or performing rights any other intellectual property rights) have been obtained.
6.4 – You must ensure that you will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which relate to the provision of your Information and which apply to you and/or which we may inform you of.
6.5 – You must not use the Service:
a) fraudulently or in connection with a criminal offence;
b) to send, knowingly receive, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights;
c) to cause annoyance, inconvenience or needless anxiety;
d) in an unlawful manner, in contravention of any applicable legislation or; or
e) in any way that does not comply with any written instructions that we have given to you.
6.6 – If anyone other than you uses the Service with your knowledge or approval in contravention of any of paragraphs above we can treat such contravention as a breach by you of this Contract.
6.7 – You must tell us as soon as reasonably practicable if any third party makes or threatens to make any claim or issue legal proceedings against you relating to your use of the Service and you will, at our request, immediately stop the act or acts complained of. If we ask you to, you must confirm the details of the claim(s) in writing.
6.8 – You must ensure that your contact details, e.g. Email address, are included in a clear and legible form on all Messages sent from the Service, for receipt of any enquiries or complaints regarding your Information or any other material. We reserve the right to disclose to any person with an enquiry or complaint your contact details if such person cannot locate these details.
Restrictions on use
7.1 – The Service is provided solely for your own use. You must not re-sell or attempt to re-sell the Service (or any part or facility of it) to any third party.
7.2 – We may give you reasonable instructions about the use of the Service concerning health and safety, or the quality of the Service to other customers. Such instructions shall be provided by us in writing and shall form part of this Contract and you agree to observe them.
7.3 – If, following routine system administration of the Service (including without limitation server, network and security monitoring, and monitoring for unattended logins), we detect that your use of the Service:
a) impairs the integrity of the system and/or the network used to provide the Service; or
b) causes detrimental performance of the Service to you or any other customer;
we reserve the right, on giving you prior notice where practicable, to suspend your access to the Service until we receive reasonable assurances from you that you will not use the Service in such a manner. We will, however, provide you with a copy of your data upon request, within 7 days.
7.4 – You acknowledge that we may vary the Content from time to time without notice.
7.5 – The Content may only be used for your own purposes and is protected by copyright, trademark and other intellectual property rights. You must not and must not permit anyone else to copy, store, adapt, modify, transmit, distribute externally, play or show in public, broadcast or publish any part of the Content.
7.6 – We do not guarantee the accuracy or completeness of the Content and your use of the Content (for whatever purpose) is at your own risk.
8 – Data Protection
8.1 – We recognise that you act as a data controller and that we shall act as a data processor, as these terms are defined under the applicable data protection laws including the EU General Data Protection Regulation (‘GDPR’), when providing the Service to you.
8.2 – We shall act in accordance with the requirements on data processors imposed under the GDPR, and under the equivalent data protection legislation applicable in the United Kingdom, in providing the Services to you. We shall:
a) act in accordance with your written instructions when processing personal data as defined under the applicable data protection legislation
b) and shall require our employees, to keep confidential all personal data processed under this Contract
c) establish and maintain reasonable security measures in respect of the personal data that you provide to us under this Contract
d) comply with all applicable rules on appointing sub-processors who will process personal data provided by you under this Contract, including seeking your written consent where necessary
e) take all reasonable steps to assist you in complying with any request by a data subject to exercise their rights under the applicable data protection legislations
f) destroy or return any personal data you have provided to us during the term of the Contract at our request or when this Contract ends, except to the extent that the personal data is required to be kept by us by law or is required by us to continue to provide the Service to you
9 – If you break this Contract
9.1 – We can suspend the provision of the Service to you or end this Contract (or both) with immediate effect on giving you notice if:
a) you materially breach any provision of this Contract and fail to remedy the breach within a reasonable period of being asked to do so;
b) we reasonably believe the Service is being used in a manner prohibited under paragraphs 6 or 7 even if you are unaware that the Service is being used in such a way; or
c) bankruptcy or insolvency proceedings are brought against you or if you do not make any payment under a judgement of a Court on time, or you make an arrangement with your creditors, or a receiver or administrator is appointed over any of your assets or you go into liquidation.
9.2 – If we suspend the Service for breach of this Contract by you, we will not restore it until we receive reasonable assurances from you that there will be no further breach. While the Service is suspended under this paragraph you must pay the charges for the Service until the Contract is terminated.
9.3 – If we end this Contract under paragraph 9.1 we reserve the right to demand immediate payment for all charges which are due for the Service under this Contract, including any unpaid charges Services that have been used but not paid for.
If we delay in acting upon a breach of this Contract by you, that delay will not be regarded as a waiver of the breach. If we waive a breach of this Contract by you, that waiver is limited to the particular breach.
10 – Our Liability
10.1 – We have no liability in contract, tort or otherwise (including liability for negligence) for any loss that is not reasonably foreseeable, nor any loss (whether direct or indirect) of business revenue, profit, or savings you expected to make, wasted expenditure or data being lost or harmed.
10.2 – You acknowledge that we have no control over the information which can be accessed by using the Service and that we do not examine the use to which you put the Service or the nature of the information you send or upload. We exclude all liability of any kind for the transmission or reception of such information of whatever nature.
10.3 – We exclude all liability of any kind for your Information. However we reserve the right to remove any of your Information following notice to you, if we reasonably believe that there may be a breach of this Contract, the law or any third party rights.
10.4 – We are not liable whether in contract, tort (including liability for negligence) or otherwise for the acts or omissions of other providers of telecommunication or Internet services or for faults in or failures of their networks and equipment.
Each provision of this paragraph 10 operates separately in itself and survives independently of the others.
11 – Changes to this Contract
We may change the terms and conditions of this Contract, including our charges for the Service, with your written consent.
12 – Assignment
Neither you nor we may transfer or try to transfer any of our rights and obligations under this Contract to anyone else.
13 – Matters beyond our reasonable control
Neither party will not be liable if they cannot do what they have promised in this Contract because of something beyond that party’s reasonable control such as lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, natural or local emergency, anything done by government or other competent authority or industrial disputes of any kind (including those involving our employees).
14 – Giving notice
14.1 – Notices given under this Contract may be given on-line by electronic mail using the Service, or in writing and delivered by hand or pre-paid post to the addressee at the following address:
a) To us: at the postal address or e-mail address shown at StoneShot.com or any alternative address which we notify to you at any time.
b) To you: at [insert address] or e-mail address you specify when registering for the Service or any other alternative address which you notify to us at any time.
14.2 – Notices provided under this Contact will be effective from the end of the calendar month in which they are served.
15 – Software
15.1 – Intellectual property rights in all Software and documentation supplied by us for your use in connection with provision of the Service remain our property or that of our licensors.
15.2 – You may use the Software to the extent necessary for you to use the Service but you must not and must not permit any other person to decompile or modify the Software, nor copy the manuals or documentation. You must only access the Service through the Software or in an alternative way permitted by us and you must not attempt to circumvent any security measures in the Service or attempt to gain access to the source software or compiled code.
15.3 – You must not transfer, assign or sub-license your right to use the Software or attempt to do so.
15.4 – You agree to comply with the terms of any agreements reasonably required by the owners of any intellectual property rights in the Software relating to the protection of those rights.
We may offer updates or modifications to the Software or documentation capable of delivery on-line. Any applicable charges for such updates or modifications will be notified to you at the time we offer such updates or modifications.
16 – Reimbursement
16.1 – You must reimburse us in respect of any material sums we are obliged to pay because:
a) the Service is misused in any of the ways described in paragraph 6;
b) any claims or legal proceedings are brought against us by another person in respect of defamation, breach of copyright or other intellectual property right infringement which are attributable to your use of the Service; or
c) any claims or legal proceedings are brought against us by another person because the Service is faulty or cannot be used by them.
17 – Third Party Rights
A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
18 – Free Trials
18.1 – Free trials (“Trial” or “Trials”) are offered solely at the discretion of StoneShot (“we,” “us,” or “our”). Submission of a request for a Trial does not guarantee approval.
18.2 – The duration of any Trial will be specified upon approval and commencement.
18.3 – Approved Trials require active collaboration between the prospect (“you” or “your”) and our team. Both parties agree to engage in necessary communications and actions to facilitate the Trial’s success.
18.4 – We reserve the right to terminate any Trial at our discretion, with or without cause, and without prior notice.
18.4 – Upon conclusion of the Trial, continuation of services will require entering into a paid agreement.
18.5 – During the Trial, services are provided “as-is” without any warranties. We shall not be liable for any claims, damages, or losses arising from or in connection with the Trial.
18.6 – At the end of the free trial, if the service is not continued, all client data and materials will be securely deleted for GDPR purposes.
19 – Law and Jurisdiction
This Contract is governed by English Law and you and we submit to the exclusive jurisdiction of the English courts.