Terms and conditions
Part 1: Company Terms and Conditions
This Agreement is made and entered into by and between MRHQ and the Customer as follows. Definitions set forth in Section 11 will apply.
1. Customer Use of the Subscription Service
Conditioned on Customer’s payment of the fees due under this Agreement and Customer’s compliance with the Agreement’s terms and conditions, MRHQ grants Customer a limited, non-exclusive, non-transferable subscription licence to access and use the Service for the Initial Term and any Renewal Terms(s) (as defined below).
2. Restrictions on Use
a. Customer may obtain User Accounts for any persons that Customer authorises to use the Service for its business, including, but not limited to, Customer’s employees and contractors. However Customer may not sublicense, resell or supply the Service for use in any other organisation, entity, business, or enterprise without MRHQ’s prior written consent.
b. Customer is initially authorised to permit use by the number of User Accounts listed in the Pricing Schedule. Customer, by its authorised Support Contact or Account Contact, may add to the number of User Accounts by contacting MRHQ Customer Support by email or phone or by utilising applicable management features of the Service.
c. Customer is permitted to store, print, and display the Content only for its own (or as applicable his or her own) business use in connection with use of the Service. Customer may not alter, resell or sublicense the Service or provide it as a service bureau. Customer agrees not to reverse engineer the Service or its technology. Customer will not use or access the Service to: (i) build a competitive product or service, (ii) make or have made a product or service with similar features, functions, text, or graphics, (iii) make derivative works based upon the Service or Content or (iv) copy any features, functions, text, or graphics of the Service or the Content.
d. Customer will not “frame” or “mirror” the Service. Use, resale or exploitation of the Service and/or the Content except as expressly permitted in the Agreement is prohibited. Customer agrees to be subject to restrictions on use in the Terms of Service.
3. Account Information and Data
a. All Customer Data submitted by Customer to MRHQ, whether posted by Customer or by Users, will remain the sole property of Customer or such Users to the full extent provided by law. Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. MRHQ will not use the Customer Data for any purpose other than to provide the Service to Customer and for statistical reporting or analytical purposes, provided that User contact information may be used as provided in Section 2.10 of the Terms of Service. MRHQ may aggregate, use, disclose, distribute, and publish anonymous statistical or analytical User data regarding use and functioning of its system by its various Users or regarding Users. Such statistical or analytical data will be the sole property of MRHQ.
4. Confidential Information
Each party agrees (a) to keep confidential all Confidential Information (as defined in Section 11 (c)) disclosed to it by the other party or by a third party; (b) not to use the Confidential Information of the other party or a third party except to the extent reasonably necessary to perform its obligations or exercise its rights hereunder; (c) to protect the confidentiality of such Confidential Information as it protects its own Confidential Information (but in any event with no less than a reasonable degree of care); and (d) to make Confidential Information available to its own employees and contractors only on a need-to-know basis and only provided such employees or contractors are under a binding obligation of confidentiality with respect thereto. Confidential Information shall not include information which (w) is known publicly; (x) is generally known in the industry before its disclosure to recipient hereunder; (y) has become known publicly, without fault of the recipient, subsequent to its disclosure by the disclosing party; or becomes known to the recipient from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. Notwithstanding the foregoing, this Section 4 shall not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted or required by law or order of a court or other governmental authority or regulation, or (b) in connection with a claim between the parties under the Agreement.
5. Terms of Service
CUSTOMER ACKNOWLEDGES AND AGREES THAT IT (OR AS APPLICABLE HE OR SHE) HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THE TERMS OF SERVICE (AS MAY BE UPDATED FROM TIME TO TIME) POSTED AT http://www.mrhq.co.uk/private/UK_Terms_of_Service.pdf OR OTHER SUCH URL AS MAY BE SPECIFIED BY MRHQ OR ARE OTHERWISE SUPPLIED TO CUSTOMER, WHICH TERMS OF SERVICE ARE INCORPORATED HEREIN BY REFERENCE AND INCLUDE CERTAIN LEGAL TERMS. ANY REFERENCE IN THIS DOCUMENT TO THE AGREEMENT INCLUDES THE TERMS OF SERVICE.
6. Privacy & Security
MRHQ’s privacy and security policies can be accessed at www.mrhq.co.uk/privacy.php. MRHQ reserves the right to modify its privacy and security policies in its sole discretion from time to time.
7. Fees; Payment
a. Customer shall pay fees as set forth in the Pricing Schedule, as otherwise provided in the Agreement, or as otherwise agreed in writing. Subscription Fees begin to accrue on the Billing Start Date indicated in the Pricing Schedule or the Service Start Date, whichever is earlier. Pricing changes for Subscription Fees and other charges may occur as stated in Section 8.
b. A User Account can be assigned only to one individual; User Accounts may not be shared. However if an individual permanently ceases to be assigned to a particular User Account, that User Account may be assigned to another individual. Customer is responsible for enabling and disabling individual Users.
c. The billing interval is indicated in the Pricing Schedule. The Subscription Fees will be invoiced for each billing interval on or about the first day of that billing interval, in advance for that entire interval (except as otherwise agreed in writing for certain items), and are due within 7 days of the invoice date. If the Billing Start Date or Service Start Date is the first day of a calendar month, then the regular, full billing intervals will start on that date, whichever is earlier. If not, then the regular, full billing intervals will start on the first day of the first full calendar month after the Billing Start Date or Service Start Date, whichever is earlier, and the Subscription Fees for the partial month starting on such Billing Start Date or Service Start Date, as the case may be, will be prorated and added to the invoice for the first full billing interval.
d. “Subscription Fees” are the recurring fees for User Accounts, modules, and other items. Some are based on the number of billable Users (such as those for the User Accounts for the main Service) and others are a flat monthly fee, as specified in the Pricing Schedule. For a given billing interval, the periodic Subscription Fee for User Accounts is equal to the number of billable User Accounts on the first day of that billing interval multiplied by the monthly Subscription Fee per User for the applicable Service, then multiplied by the number of months in the billing interval. The number of billable User Accounts for the first billing interval is the initial number of Users (for the applicable Service) specified in the Pricing Schedule. User Accounts that are added (per Section 2) will be charged as billable User Accounts at the then current price per User Account without any corresponding downward adjustment for Users that for any reason no longer use or have access to, the Service. For the remainder of the Term, Customer shall pay the additional Subscription Fee for each User Account added, quarterly in advance for other User Accounts under this Agreement, except that if the User Account is added other than on the first day of a billing interval, the additional Subscription Fee for that first, partial billing interval shall be prorated. Different billable User rules may apply for items other than those based on User Accounts. In no event shall the monthly Subscription Fees for such other items be less than the amounts provided under the Pricing Schedule (as it may be amended in writing or otherwise adjusted hereunder from time to time), treating the number of Users specified for each therein as a minimum number for billing purposes.
e. Invoices for all fees are due and payable within 7 days of invoice date. For customers paying via credit or debit card, customer’s credit or debit card is charged simultaneously with the creation of the customer’s invoice. Customer’s account will be considered delinquent (in arrears) if payment in full is not received by the due date. MRHQ fees and charges are exclusive of value added tax and any other applicable taxes, levies, or duties, and Customer will be responsible for payment of all such amounts. Unless MRHQ otherwise agrees in writing, all amounts are payable in pounds sterling.
f. If Customer believes that any specific charge under the Agreement is incorrect, in order to obtain a credit, Customer must contact MRHQ in writing within 15 days of invoice date setting forth the nature and amount of the requested correction and pay the undisputed portion by the due date (and shall remain liable for the disputed portion unless and until it is resolved in the Customer’s favour); otherwise charges are final. Any amount that is not paid by the Customer when due under this Agreement (including any disputed amounts that are resolved in MRHQ’s favour) shall bear interest at the rate of 4% per month or the maximum applicable legal rate, whichever is less, until paid. Customer shall pay MRHQ for all reasonable legal fees and other costs of collecting any payments that are overdue under this Agreement.
8. Term and Termination
a. The term of the Agreement (the “Term”) commences on the Effective Date and will continue thereafter until the Agreement expires or is terminated as provided herein or in the Terms of Service. The Service will commence on the earlier of the Billing Start Date (as defined above) or Service Start Date, subject to possible delays noted in the implementation Statement of Work. Unless another period is stated in Pricing Schedule, the initial term of the Agreement (“Initial Term”) will continue until the second (2nd) anniversary of the Billing Start Date indicated in the Pricing Schedule. Thereafter, unless otherwise stated in the Pricing Schedule, this Agreement will automatically renew for successive periods equal to the contract term set forth in the Pricing Schedule (each a “Renewal Term”), beginning at the end of the Initial Term or the then current Renewal Term, as the case may be, unless Customer provides notice of termination not less than 60 days before the end of the Initial Term or the then current Renewal Term, as applicable. Applicable pricing and billing, will continue unchanged unless MRHQ notifies Customer of changes in pricing and/or billing including Subscription Fees, billing interval, minimum Subscription Fees, acceleration fees, or any other business terms at least 90 days prior to any anniversary of the Billing Start Date. MRHQ reserves the right to terminate (i) any third party product or service upon not less than sixty (60) days’ notice, or (ii) the Agreement or any Service or product provided hereunder for convenience on not less than one (1) year’s notice.
b. Customer may terminate the Agreement if MRHQ materially breaches the Agreement and such breach has not been cured within thirty business days of notice of such breach. Any termination by Customer (other than for MRHQ’s material breach of the Agreement as set forth in this Section 8(b)) and any termination by MRHQ for Customer’s breach, prior to the end of the Initial Term or, as applicable, the current Renewal Term, will subject Customer to an early termination (acceleration) fee by way of liquidated damages and not as a penalty for lost Subscription Fee revenue for the remainder of the Term. The early termination fee will be (a) the amount of all Subscription Fees that would be due for the remainder of the then current contract Term (that is the Initial Term or the current Renewal Term), plus (b) any other fees or amounts due (for example, for professional services). The parties agree that the early termination fee represents a genuine pre-estimate of the loss of such lost Subscription Fee revenue that MRHQ would suffer in the event of an early termination. For clarification, such liquidated damages do not limit, and are in addition to, any amounts that MRHQ may be entitled to recover on account of losses or damage due to Customer’s breach other than lost Subscription Fees for the remainder of the term.
c. Upon termination or expiration of the Agreement, Customer shall have no rights to continue use of the Service. The following provisions will survive termination: all definitions, Customer’s accrued financial obligations, the licence to Customer Data to the extent reasonable for MRHQ’s discharge of its post-termination obligations, and the following Sections and paragraphs: Sections 2, 4, 8 (c), 9, 10, 11 and 12 of this Master Subscription Agreement and Sections 2.9, 3.1, 4.3, 5, 6, 7.1, 7.4, 10 and 11 of the Terms of Service.
9. Disclaimer of Warranties
a. THE WARRANTIES AND CONDITIONS EXPRESSLY STATED IN THIS AGREEMENT OR THE TERMS OF SERVICE ARE THE SOLE AND EXCLUSIVE WARRANTIES AND CONDITIONS OFFERED BY MRHQ. THERE ARE NO OTHER WARRANTIES OR CONDITIONS BY MRHQ OR ITS LICENSORS, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THOSE OF SATISFACTORY QUALITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE USE OF REASONABLE SKILL AND CARE OR NON-INFRINGEMENT, ALL OF WHICH ARE SPECIFICALLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
b. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR THE TERMS OF SERVICE, THE SERVICE AND CONTENT ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY.
c. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.
d. NEITHER MRHQ NOR ITS LICENSORS WARRANT THAT USE OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
e. MRHQ IS NOT RESPONSIBLE FOR SOFTWARE USE BY CUSTOMER OR USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET OR ANY OTHER NETWORK.
10. Limitations of Liability
a. EXCEPT WITH REGARD TO CUSTOMER’S PAYMENT OBLIGATIONS AND WITH REGARD TO EITHER PARTIES OBLIGATIONS UNDER THE INDEMNIFICATION PROVISIONS OF THE TERMS OF SERVICE.
b. IN NO EVENT WILL EITHER PARTIES AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE HOWSOEVER) EXCEED THE LICENCE FEES DUE FOR TWELVE (12) MONTH PERIOD MEASURED BY THE MONTHLY PAYMENT OBLIGATION AT THE TIME OF THE EVENT GIVING RISE TO SUCH CLAIM.
c. EXCEPT IN REGARD TO SECTION 2 OF THE AGREEMENT AND SECTION 2.2, 2.11 AND 2.12 OF THE TERMS OF SERVICE, IN NO EVENT WILL EITHER PARTY (INCLUDING, AS TO MRHQ, ITS LICENSORS) BE LIABLE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE HOWSOEVER) FOR:
d. ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND; OR ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE.
e. ALL DISCLAIMERS AND LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS AGREEMENT INCLUDE, APPLY TO, AND LIMIT THE LIABILITY OF MRHQ’S SUPPLIERS, LICENSORS, AND AFFILIATES.
f. The parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with the licence of the Service, and if MRHQ assumed further liability, the fees would be set substantially higher.
g. Nothing in the Agreement shall limit or exclude MRHQ’s liability for death or personal injury caused by the negligence of MRHQ, its officers, employees, contractors or agents or for fraud or fraudulent misrepresentation or for any other liability, which may not be excluded by law.
The following definitions (and additional definitions defined elsewhere n the Agreement) will apply:
a. “Account Contact” means the individual(s) designated by Customer as its contact responsible for the overall relationship between Customer and MRHQ.
b. “Agreement” means this Agreement, including the Terms and Conditions, attached Schedule(s), any agreed Statements of Work (also known as Work Orders), and the online Terms of Service incorporated herein.
c. “Confidential Information” means (i) the terms (but not the fact) of the Agreement, (ii) Customer Data, (iii) MRHQ software documentation and technical data, (iv) Content (other than Content that is publicly available), and (v) any information that is clearly identified in writing within thirty (30) days of disclosure as confidential or should reasonably be understood by the recipient to be confidential.
d. “Content” means information and data from MRHQ or its suppliers available by means of the Service or on MRHQ’s web site regarding the features, operation, and use of the Service.
e. “Customer” (or “Client”) means the individual or legal entity that enters into the Agreement as described on the Signature Page.
f. “Customer Data” means data, information or material provided or submitted by Customer or any User to MRHQ and any copies MRHQ makes in the course of utilising the Service.
g. “Customer Support” means MRHQ’s customer support organisation.
h. “Effective Date” is defined on the Signature Page.
i. “Service” means (i) MRHQ’s online service(s) as described in the Pricing Schedule and applicable printed or online user documentation on MRHQ’s web site or (ii) any third party service or product that is included in the Service or described in the Pricing Schedule, which is not provided under separate agreement between the Customer and the third party. Unless expressly provided in writing between MRHQ and the Customer, any third party services or products that are provided “as is” and without any warranty, indemnity, or support of any kind. MRHQ reserves the right to make changes and update to the functionality of the Service from time to time.
j. “Service Start Date” means the date on which the Service is first made available to Customer for use in a production environment on MRHQ’s server.
k. “Subscription Fee” is defined in Section 7d.
l. “Support Contact” means the User or Users designated by Customer as its contact for day-to-day interaction with MRHQ.
m. “User” means a single individual that has access at any time during the Term to the Service pursuant to Customer’s authorisation under this Agreement. Authorisation for online access of a User to the Service arranged for under this Agreement, whether actually used or not, is called “User Account.”
a. The Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.
b. The Agreement, including all exhibits and/or attachments and the Terms of Service represent the entire agreement of the parties with respect to the subject matter herof and supersedes all prior discussions, writings, communications, emails and/or agreements between the parties and is intended to be the final expression of their Agreement.
c. Customer acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement. This shall not limit or exclude any liability for fraud.
d. This Agreement is effective only when executed by an authorised officer of MRHQ. MRHQ’s marketing staff is not authored to negotiate concerning or to sign this Agreement or to vary the terms or conditions of this Agreement.
e. Except as set forth in the Agreement, it shall not be modified or amended except in writing signed by both parties.
f. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
g. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.
h. Neither party shall be liable for any loss or delay (not including delay in payment) resulting from any force majeure event or condition, including, but not limited to, acts of God, fire, natural disaster, terrorism, sabotage, Internet failure, labour stoppage, war or military hostilities, criminal or wrongful acts of third parties, and any delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event.
i. Neither party may assign the Agreement without written consent of the other, except to a related entity or the successor of all or substantially all of the assignor's line of business or assets to which the Agreement relates; provided, however, that Customer may not assign this Agreement to any MRHQ competitor. MRHQ may engage one or more affiliates or contractors to carry out its obligations under this Agreement.
j. The Agreement will be interpreted fairly in accordance with its terms, without any strict construction in favour of or against either party.
k. No term of the Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to the Agreement.
l. The Agreement shall be governed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
Part 2: Competition Terms and Conditions
These standard terms and conditions are subject to any other terms and conditions provided to you or to which you are referred at the time of entering the competition.
Competition details form part of these terms and conditions.
Entry is open to residents of the UK except for employees (and their families) of MRHQ, its printers and agents, the suppliers of the prizes and any other companies associated with the competitions.
The entrant(s) must be aged 18 or over and must have been a part of the military at some point in their lifetime. Proof of identity and age may be required.
Use of a false name or address will result in disqualification.
Entries that are incomplete, illegible or indecipherable will not be valid and deemed void.
All entries must be made directly by the person entering the competition.
Entries made online using methods generated by a script, macro or the use of automated devices will be void.
No responsibility can be accepted due to computer error in transit.
The prize is as stated and no cash or other alternatives will be offered.
Prizes are subject to availability and the prize suppliers' terms and conditions.
The promoters reserve the right to amend or alter the terms of competitions at any time and reject entries from entrants not entering into the spirit of the competition.
In the event of a prize being unavailable, the promoter reserves the right to offer an alternative prize of equal or greater value.
The winner(s) agree(s) to the use of their name, photograph and disclosure of county of residence and will co-operate with any other reasonable requests by MRHQ relating to any post-winning publicity.
Unless stated otherwise the winner(s) will be drawn at random from all correct entries received by the closing date stated within the promotional material.
Reasonable efforts will be made to contact the winner(s). If the winner(s) cannot be contacted, or are unable to comply with these terms and conditions, the Promoter reserves the right to offer the prize to the next eligible entrant drawn at random.
Confirmation of the prize will be made in writing to the winner(s).
Failure to respond and/or provide an address for delivery, or failure to meet the eligibility requirements may result in forfeiture of the prize.
Where applicable, the decision of the judges is final based on the criteria set out in the promotion and no correspondence will be entered into over this decision.
Competitions may be modified or withdrawn at any time.
The provider of the prize is specified within the promotional material.
The Promoter is Military Resettlement Headquarters (MRHQ) Limited, Office 18, 64-68 Wingate Square, Clapham Common, London, SW4 0AF.
In the event of a discrepancy between these standard terms and conditions and the details in the promotional material (or any other terms and conditions provided/referred to at the time of entry), the details of the promotional material (and any other terms and conditions provided/referred to at the time of entry) shall prevail.