7 OF D LIMITED: BRIDGE PLAYING SUBSCRIPTION SERVICE
TERMS AND CONDITIONS
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Agreement: the agreement comprising these terms and conditions and any terms agreed by the parties on the Platform on subscription and from time to time.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Commencement Date: the date on which the User subscribes for the Services.
User Data: the data inputted by the User in the course of using the Services.
Data Protection Legislation:
To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the User or Provider is subject, which relates to the protection of personal data.
Documentation: the documentation made available to the User by the Supplier on the Platform which sets out a description of the Services and the user instructions for the Services.
Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
EU Law: the law of the European Union or any member state of the European Union.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to the User or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Service Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Platform: the Supplier’s platform at www.intobridge.com or any other website notified to the User by the Supplier from time to time.
Services: the subscription services provided by the Supplier to the User under this agreement on the Platform to enable a number of customers to play the card game Bridge via the Platform.
Software: the online software applications provided by the Supplier as part of the Services.
Supplier: 7 of D Limited (Company Number 12932932) whose registered office is at Stonecross, Trumpington High Street, Cambridge, England, CB2 9SU.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
User: the person registered on the Platform to use the Services.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
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.
1.2 Clause headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 A reference to writing or written includes e-mail.
1.10 References to clauses are to the clauses of this agreement.
2.1 Subject to the terms and conditions of this agreement, the Supplier hereby grants to the User a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services and the Documentation during the term of this agreement.
2.2 The User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the User, to disable the User's access to any material that breaches the provisions of this clause.
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.
(g) have more than one account on the platform unless explicitly permitted for a specific reason by an executive employee of 7 of D Limited for a specific reason.
2.4 The User shall use all reasonable endeavours (including keeping confidential any access credentials) to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.5 The Supplier shall use commercially reasonable endeavours to make the Services available 22 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 1 am till 8 am local UK time, and
(b) unscheduled maintenance performed outside Service Hours, provided that the Supplier has used reasonable endeavours to give the User at least 2 Service Hours' notice in advance.
2.6 The Supplier will, as part of the Services, provide the User with support services via email. The Supplier does not commit to response times.
3. Important Acknowledgements and Undertakings
3.1 Each party acknowledges and agrees that the Platform is not intended to be used as a venue for any form of gambling or other regulated behaviour and the User undertakes to refrain from any act or omission which is or could be construed to constitute such behaviour.
3.2 The User acknowledges that the Supplier has absolute discretion to identify inappropriate use of the Platform and to take such steps in relation to that use as it considers appropriate including permanently banning the User from the Platform. The User further acknowledges and agrees that it shall have no remedy against the Supplier in respect of such exercise of discretion.
3.3 The User undertakes to refrain from exploiting any Vulnerability in the Platform and shall promptly notify the Supplier of any such Vulnerability of which it is aware. The User acknowledges that the Supplier shall be entitled to publish any User exploitation of a Vulnerability in breach of this clause.
4.1 Each party will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
4.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the User is the Controller and the Supplier is the Processor. The parties agree that in using the Services the User may enter the personal details listed here <insert URL> and that the results of each game played on the Platform will also be stored on the Platform.
4.3 Without prejudice to the generality of 4.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that Personal Data only on the documented written instructions of the User unless the Supplier is required by Domestic Law or EU Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law or EU Law as the basis for processing Personal Data, the Supplier shall promptly notify the User of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits the Supplier from so notifying the User;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the User, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside the European Economic Area (which for the purposes of this clause shall include the UK) unless the prior written consent of the User has been obtained and the following conditions are fulfilled:
(i) the User or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the User with respect to the processing of the Personal Data;
(e) assist the User, at the User's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the User without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the User, delete or return Personal Data and copies thereof to the User on termination of the agreement unless required by Domestic Law or EU Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 3 and allow for audits by the User or the User's designated auditor and immediately inform the User if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
The User consents to the Supplier appointing each person of google analytics, Hotjar.com and Sentry.io as a third-party processor of Personal Data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between the User and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4.
The User acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the User, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the User and the relevant third party, and not the Supplier. The Supplier recommends that the User refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
6.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
6.2 The undertaking at 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the User with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the User's sole and exclusive remedy for any breach of the undertaking set out in 6.1.
(i) the User's use of the Services will be uninterrupted or error-free; or
(ii) the Software or the Services will be free from Vulnerabilities or Viruses; or
(iii) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
6.5 The Supplier shall follow its standard archiving procedures for User Data. In the event of any loss or damage to User Data, the User's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to User Data maintenance and back-up for which it shall remain fully liable).
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier;
in order to provide the Services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(d) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User's network connections or telecommunications links or caused by the internet.
7.2 The User shall own all right, title and interest in and to all of the User Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such User Data.
8.1 The User shall pay any fees agreed by the parties from time to time by way of the Platform, on the terms specified on the Platform.
8.2 If the Supplier has not received payment on the due date, and without prejudice to any other rights and remedies of the Supplier, the Supplier may, without liability to the User, disable the User's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the amount concerned remains unpaid.
8.3 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in the currency specified by Supplier from time to time;
(c) are exclusive of value added tax, which shall be added at the appropriate rate.
9.1 The User acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
9.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
9.3 Subject to full compliance by the User with the terms and conditions of this agreement, the Supplier permits the User to generate content on the Platform and share it by way of third party platform including by streaming. The User acknowledges and agrees that it takes sole responsibility for any such content and the sharing of that content.
10.1 The User shall be responsible to the Supplier for any losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User's use of the Services and/or Documentation other than in accordance with the terms of this agreement.
10.2 The Supplier shall defend the User, its officers, directors and employees against any claim that the User's use of the Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the User for any amounts awarded against the User in judgment or settlement of such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the User does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
10.3 In the defence or settlement of any claim, the Supplier may procure the right for the User to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the User without any additional liability or obligation to pay liquidated damages or other additional costs to the User.
10.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the User to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than the Supplier; or
(b) the User's use of the Services or Documentation in a manner contrary to the instructions given to the User by the Supplier; or
(c) the User's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
10.5 The foregoing and 11.3(b) states the User's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11.1 Except as expressly and specifically provided in this agreement:
(a) the User assumes sole responsibility for results of games played using the Services;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the Documentation are provided to the User on an "as is" basis.
11.2 Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier's negligence; or
(b) for fraud or fraudulent misrepresentation.
11.3 Subject to 11.1 and 11.2 and only where the User is not a consumer:
(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the fees paid for the Services during the 12 months immediately preceding the date on which the claim arose.
11.4 Nothing in this agreement excludes the liability of the User for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights”.
12. Term, cancellation and termination
12.1 This agreement shall, unless otherwise terminated as provided in this 12, commence on the Commencement Date and continue unless either party notifies the other party of termination, in writing, at least 30 days before an anniversary of the Commencement Date.
12.2 Where the User is a consumer, it shall be entitled to cancel this agreement at any time in the fourteen days following the Commencement Date by giving notice to the Supplier, provided that the User shall pay for any use of the Services made by the User prior to cancellation taking effect.
12.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party commits a breach of any term of this agreement.
12.4 The Supplier shall be entitled to suspend provision of the Services as an alternative to exercising any right to terminate arising under clause 12.2.
12.5 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the User shall immediately cease all use of the Services and/or the Documentation;
(b) the Supplier may destroy or otherwise dispose of any of the User Data in its possession; and
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
The Supplier shall have no liability to the User under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, 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, provided that the User is notified of such an event and its expected duration.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
17.2 If any provision or part-provision of this agreement is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
18.4 Nothing in this clause shall limit or exclude any liability for fraud.
19.1 The User shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
19.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under this agreement shall be given via the Platform and shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) 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 arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) provided that each party may enforce any judgment of the courts of England and Wales in the courts of any jurisdiction.