1 Definitions and interpretation

1.1 In these Terms the following terms have the following meanings:

the data protection legislation” has the meaning set out in the Data Protection Act 2018 and “Data Protection Law” shall mean the data protection legislation or similar legislation as implemented under English law (including any national implementing laws, regulations and secondary legislation), in each case as applicable and in force in the United Kingdom from time to time and all other applicable laws and regulations, relevant industry codes of practice and guidance issued by the Information Commissioner, supervisory authority or other bodies in relation to the processing of personal data;

Deliverables” means all data, documents, products and materials developed by Lumina pursuant to the Service in any form;

Duration” means the term for which the Services are provided to the Subscriber;

Fee” means the fee payable for a specified number of Users to access and use the Service for the Duration;

IPR” means any and all intellectual property rights (including copyright, trade marks, patents, design rights, database rights) whether or not registered;

Lumina” means William Reed Ltd trading as Lumina Intelligence (company number 2883992) whose registered office is at Broadfield Park, Crawley RH11 9RT;

Order” means any Proposal which is accepted by Subscriber and confirmed in writing by Lumina or any written order or request for services by Subscriber for the provision of Service, Additional Service or any other services which is accepted by Lumina (whether or not such order or request is signed by Subscriber);

Permitted Use” : means the use of the Service as set out in Clause 4;

Privacy Notice” means Lumina’s privacy notice at https://www.william-reed.com/William-Reed-Group-Privacy-Notice

Proposal” means a written Proposal by Lumina for the provision of the Service;

Service” means the services which Lumina is to supply to Subscriber as detailed in the Order;

Subscriber” means the person whose details are set out on the Order;

Terms” means the terms and conditions set out in this document; and

User” means an employee of the Subscriber authorised by the Subscriber to access the Service while acting in the course of his or her employment.

1.2 In these Terms headings are included for convenience only and shall not affect interpretation.

1.3 The words “include”, “includes”, “including” and “included” will be construed without limitation unless inconsistent with the context.

2 Basis of Contract

2.1 These Terms shall apply to all Orders for a Service accepted by Lumina. By placing an Order with Lumina, Subscriber agrees to deal with Lumina on these Terms to the exclusion of all other terms, conditions, warranties or representations.

2.2 In the event of any conflict between these Terms and any Order, the terms of the Order shall take precedence but only to the extent that such term is unambiguously and expressly stated to vary these Terms.

2.3 No terms or conditions endorsed on, delivered with or contained in Subscriber’s purchase order, confirmation of order, specification or any other document or implied by trade customer or course of dealing shall form part of an Order save where these Terms (and where applicable the terms which are
to be overridden) are specifically referred to in that document and the document is signed by both Subscriber and Lumina.

2.4 No variation to these Terms shall be binding unless made in accordance with clause 2.3 above.

2.5 No Order accepted by Lumina or Subscriber (as applicable) may be cancelled by either party in whole or part at any time after its acceptance without the written consent of the other.

2.6 A binding contract shall come into existence when Lumina dispatches an acceptance of the Order to Subscriber or (if earlier) Lumina supplies the Service to Subscriber. Subscriber should return a signed copy of the Order to Lumina for record purposes but where it fails to do so its receipt of the Service or any continued instructions from Subscriber (whether express or implied) will amount to Subscriber’s acceptance of both the Order and these Terms.

3 Supply of Service

3.1 Each Order shall commence on the Start Date specified in the Order and shall continue for not less than twelve months and until terminated in accordance with clause 8.

3.2 Lumina shall supply the Service a to Subscriber in accordance with these Terms and in consideration of payment of the Fee by Subscriber.

3.3 Lumina reserves the right at any time to make such modifications, changes or additions to, any Service (or part of it), as it deems reasonably necessary. Lumina shall give Subscriber as much notice as practicable of any proposed modification.

4 Permitted Use

4.1 Subject to the payment of the Fee and subject to the restrictions in Clause 4.2 below Subscriber shall be granted a non-exclusive licence for the Duration:

4.1.1 to use the Service and any of the Deliverables therein for Subscriber’s own personal and/or business purposes;

4.1.2 only for the purposes of supporting the Permitted Use, to reproduce, print and make back-up copies on any computer system; and

4.1.3 to copy, modify, adapt, or translate any Deliverables for Subscriber’s own personal and/or business purposes.

4.2 The Permitted Use is subject to the following exceptions and restrictions:

4.2.1 Subscriber will not sell any of the Service (or any part thereof) to third parties;

4.2.2 Subscriber will not distribute any of the Deliverables (or any part thereof) to third parties for sale or resale (or free of charge) whether as part of a package or as a separate product;

4.2.3 Subscriber will not use the Service (or any part thereof) for any purpose which rivals or competes with Lumina. In the event of a dispute between Subscriber and Lumina it shall be for Lumina to define “rival” and/or “competing” purposes; and

4.2.4 Subscriber will not rent, lease, sub-licence or loan any of the Services (or any part thereof) to third parties.

4.3 The copyright and all other applicable IPR in the Service and the Deliverables remain the sole property of Lumina.

4.4 All restrictions in this Clause 4 shall apply to the Service, any and all parts thereof, and any derivative works created by Subscriber using the same.

5 Delivery of Service

5.1 Lumina will use reasonable endeavours to correct any defects in the Service of which it is made aware in a timely manner.

5.2 The Service is provided “as is” and on an “as available” basis. Lumina gives no warranty that the Service will be free of defects and/or faults.

5.3 Lumina accepts no liability for any disruption or non-availability of the Service resulting from any causes including, but not limited to, internet service provider equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

5.4 Lumina will not be liable for any loss of any kind including lost profits or other consequential losses arising from Subscriber’s use or inability to use the Service or from errors or deficiencies in any part of the Service.

5.5 Subscriber should ensure that any Service (or part thereof) is appropriate and complete in all respects for its intended purpose. Lumina give no representation or warranty that such material will be fit for its intended purpose, useful to Subscriber or of satisfactory quality.

5.6 No liability shall attach to Lumina for loss or damage of any nature suffered as a result of the use of the Service or for any errors or omissions in the contents of any forms or documents.

5.7 If Lumina’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Subscriber or its agents, subcontractors, consultants or employees Lumina shall not be liable for any costs, charges or losses sustained or incurred by Lumina arising to the extent that they arise from such prevention or delay provided that Lumina has notified Subscriber of the delay and given reasons.

6 Price and payment

6.1 The Fee shall be set out in the Order or, if not specified and no price has been quoted the price listed in Lumina’s published price list current at the date of supply of the Service.

6.2 The Fee is exclusive of any applicable taxes, duties, charges and levies (including, value added tax or any similar tax) which Subscriber shall be additionally liable to pay to Lumina.

6.3 Lumina shall be entitled to invoice Subscriber for all amounts due on or in advance of supplying the Service (as set out in the Order and Subscriber shall make payment to Lumina in respect of all invoices in full within 30 days of the date of the invoice. No payment shall be deemed to have been received until Lumina has received cleared funds.

6.4 Subscriber shall make all payments due under an Order in full without any deduction (whether by way of set-off, counterclaim, discount, abatement or otherwise).

6.5 If full payment is not received by Lumina by the due date for payment specified in clause 6.3 then without prejudice to its rights Lumina shall be entitled:

6.5.1 to suspend the further provision of the Service (and the Additional Service, if any) to Subscriber without incurring any liability; and/or

6.5.2 to terminate an Order without incurring any liability; and/or

6.5.3 to charge interest on such overdue monies at the rate of 4% per annum above the base rate of Barclays Bank plc from time to time, accruing monthly from the due date for payment thereof until receipt by Lumina of the full amount,
and Subscriber shall fully indemnify Lumina against all costs and expenses (including legal expenses) incurred by Lumina in connection with the collection of any monies owed by Subscriber to Lumina.

7 Data Protection and Privacy

7.1 Each party shall do, or cause to be done at its own cost, all things necessary to comply with Data Protection Law.

7.2 Lumina collects, holds and processes all personal data in accordance with Subscriber’s rights and Lumina’s obligations under Data Protection Act Law. Lumina takes appropriate steps to ensure that Subscriber information is protected in a manner consistent with the principles set out under Data Protection Act Law, these Terms and Conditions, and the Privacy Notice whether that information is held by Lumina or shared by Lumina with third parties

7.3 For full details of Lumina collection, use, and holding of personal data, information about a Subscriber’s legal rights as a data subject and how to exercise them, are set out in the Privacy Notice.

8 Termination

8.1 Each party shall be entitled to terminate any Order immediately by notice in writing to the other party by serving one month’s notice to expire on the first or any subsequent anniversary of the Start Date.

8.2 Each party shall be entitled to terminate any Order immediately by notice in writing to the other party if the other party:

8.2.1 commits an irremediable breach of these Terms; persistently repeats a remediable breach or
commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; or

8.2.2 makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere.

8.3 In the event of termination by Lumina pursuant to clause 8.2 above then, without prejudice to any other right or remedy available to Lumina, Lumina shall be entitled to:

8.3.1 immediate payment of all payments payable to Lumina under an Order;

8.3.2 suspend any further performance of the Service without any liability to Subscriber; and

8.3.3 demand the return of any Deliverables.

8.4 Upon the termination or expiry of these Terms all Orders shall terminate and each party’s rights, liabilities and obligations under these Terms and any Orders shall cease, except that each party’s rights, liabilities and obligations that have accrued prior to such termination or expiry or that are expressly or by implication intended to come into force upon or remain in force following such termination or expiry shall survive any such termination or expiry.

9 Non-solicitation

Neither party shall, without the prior written consent of the other, at any time from the date of an Order to the expiry of six (6) months after the last date of supply of the Service, solicit or entice away from the other or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the other in the provision or receipt of the Service. Notwithstanding the foregoing, this clause 9 shall not prohibit solicitations through advertising or other publications of general circulation or the hiring of any employee of a party who independently contacts the other party without the other party r having solicited the employee.

10 Force majeure

Lumina reserves the right to defer the date of provision of the Service or to cancel an Order without incurring any liability if it is prevented from or delayed in the carrying on of its business due to circumstances beyond Lumina’s reasonable control including acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. If the event in question continues for a continuous period in excess of 90 (ninety) days, Subscriber shall be entitled to give notice in writing to Lumina to terminate an Order.

11 Waiver

The failure or delay of any party to enforce or to exercise, at any time, or for any period of time, any remedy, right, power or privilege arising pursuant to an Order does not constitute and shall not be construed as a waiver of such remedy, right, power or privilege and shall in no way affect a party’s right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

12 Severability

The invalidity or unenforceability of any term of, or any right arising pursuant to an Order shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.

13 Notice

Any notice or written communication required or permitted to be served on or given to either party under an Order shall be delivered by hand or sent by recorded delivery mail to the other party at its address set out in the Order or to such other address which it has been previously notified to the sending party and shall be deemed to have been given on the day of delivery.

14 Assignment

These Terms are personal to the parties and neither party may assign, transfer, sub-contract or otherwise part with these Terms or any Order or any right or obligation under it without the prior written consent of the other party. Lumina is entitled to sub-contract the Service or any part of them provided that it will remain primarily liable for the acts and omissions of its sub-contractors.

15 Entire Agreement

These Terms contains all the terms agreed by the parties relating to the subject matter of the Terms and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation (unless made fraudulently), undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to an Order except as set out in an Order.

16 Third party rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract and no person other than Lumina and Subscriber shall have any right under it.

17 Governing law and jurisdiction

The formation, construction, validity and performance of these Terms (including any associated non-contractual disputes or claims) are governed by the laws of England and the parties accept the exclusive jurisdiction of the English Courts.