Terms of Use

Introduction

Our website www.curtisfitch.com (Website) and our contract management and procurement solutions portal (Portal, which together with our Website are the Platforms) are owned and operated by Curtis Fitch Limited (trading as “Curtis Fitch”). References to we, us, our and Curtis Fitch are to Curtis Fitch Limited. These terms and conditions (Terms) apply to your use of the Platforms and the purchase of any products from the Platforms (Products). By accessing the Platforms you are deemed to agree to these Terms; if you do not agree to these Terms, please do not continue to use the Platforms. If you are entering into these Terms on behalf of a company or other entity you work for, you warrant that you are duly authorised to enter into these Terms on their behalf and in such case references to ‘you‘ will be deemed to be such company or entity. A breach of these Terms may result in your access to the Platforms and your Account being revoked.

Curtis Fitch reserves the right to modify these Terms at any time and the version that will apply to your use of the Platforms and purchase of Products will be the version that is current and displayed on the relevant Platform on the date on which you access it so please ensure that you check this page periodically for any updates. These Terms were last updated on 17 May 2018.

If you wish to contact us for any reason, including to make a complaint, please use the contact details provided below.

Acceptable Use Policy

It is your responsibility to ensure that your computer system meets the necessary requirements to access and use the Platforms; Curtis Fitch takes no responsibility for your inability to use the Platforms owing to your system’s incapability.

We may suspend, withdraw, restrict or change access to the Platforms or parts thereof from time to time at our discretion.

When accessing and using the Platforms, you agree not to:

• breach any applicable law, regulation or code of conduct or infringe the rights (including intellectual property rights) of any person;
• impersonate any other person;
• damage, interfere with or disrupt the Platforms in any way;
• knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware of the Platforms;
• decrypt, extract, reverse engineer or decompile the Platforms;
• include any portion of the Platforms in any other software program;
• develop methods to enable unauthorised parties to use the Platforms;
• use the Platforms in a way that may damage our reputation;
• publish or send any information or otherwise behave in a manner which is defamatory, threatening, harassing, invasive of privacy, offensive, racist, discriminatory, obscene, pornographic, misleading abusive or deceptive or involves phishing, scamming or similar; or
  remove any identification or notices of any proprietary or copyright restrictions from the Platforms or any associated materials.

Intellectual Property Rights

All intellectual property rights in or relating to the Platforms (including its text, graphics, audiovisual content, trade marks, logos, layout, structure and software) are owned by us or our licensors. You agree that you will not reproduce, distribute, copy or publicly display any content which is not your own content, except to the extent required for your use of the Platforms in accordance with these Terms.

If you upload any content to the Platforms (your content), you grant us permission (a non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable licence) to use your content in connection with the operation of the Platforms.

You represent and warrant that you have all rights, power and authority necessary to grant the licence in the paragraph above, and that all your content: (a) complies with all applicable law and regulation; and (b) does not infringe the rights of any third party. You acknowledge and agree that you are liable for all of your content, in whatever form.

You accept that we may remove any material that is uploaded to the Platforms without notice and for any reason at our sole discretion.

Where our Platforms contains links to other websites and/or resources provided by third parties, these links are provided for your information only. We have no control over the contents of those external websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Availability of the Platforms

Although Curtis Fitch endeavours to provide you with the best service possible, we do not guarantee that the Platforms will be uninterrupted or error-free all of the time, and we are not responsible for any losses arising from such errors or interruptions. If you notice an error, please contact us. In particular, your access to the Platforms may be restricted at any time to allow for repairs, maintenance, improvement or for other reasons. We will endeavour to restore the Platforms’ availability as soon as we reasonably can. In the event that the Platforms are unavailable and you have any queries relating to new or existing orders, please contact us.

Your Account

In order to be eligible to sign up for an Account, you must:

• be 18 years or older;
• be legally capable of entering into binding contracts;
• be resident in and accessing the Platforms from the United Kingdom; and
• be able to provide us with the following information: your current email address.
  You agree to disclose true and complete information during the Account registration process, and to update your information promptly in the event that it changes.
  We reserve the right to refuse anyone an Account or terminate anyone’s Account at any time at our sole discretion without giving a reason.
  It is your duty to keep your Account safe and secure. Please do not share the password to your Account with anyone and always ensure you log off when not using the Platforms and ensure that all devices which you use to access the Platforms are securely locked when not in your possession. We will not be liable for any loss or damage whatsoever resulting from the disclosure of your password contrary to these Terms. You may not use another person’s Account without the Account holder’s express permission. Accounts are non-transferable.
  You must notify us as soon as possible of any unauthorised use of your password or Account or any other breach of security.

Termination and suspension of license

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity. Any data which has been inputted into the Software by you during the free trial period shall be archived if there is more than 60 days of inactivity on your account.

Privacy

Our privacy policy (Privacy Policy ) and our cookie policy (Cookie Policy) will also apply to your use of the Platforms. Our Privacy Policy sets out the terms on which we process any personal data we collect from you or that you provide to us and our Cookie Policy sets out information about the use of cookies on our website. We will process personal data we gather from your use of the Platform in accordance with our Privacy Policy.

The following section applies if you become a customer of ours by signing up for one of our Products, in respect of personal data you submit or ask others to submit via our Portal when you use our Products. This section does not apply to you if you are simply browsing our Website or if you have been invited by a third party to log into our Portal (for example if you are a supplier or a bidder).

In this section the terms controller, data subject, personal data, process, processing, and processor shall have the meanings given to them in Part 1, section 3 of the Data Protection Act 2018.

If you become a customer of ours by signing up for one of our Products, to the extent that you, or any users you invite to use the Products via our Portal, input personal data (or documents containing personal data) in the Portal in connection with the use of the Products (Customer Personal Data) you acknowledge that you are a controller of that personal data. We act a processor in respect of Customer Personal Data and only process Customer Personal Data to provide the Products to you. In this case, the terms set out in the bullet points below will apply. If you sign up for one or more of our paid Products, you may be asked to enter into further terms to govern the use of those Products and in the event of any conflict between these Terms and the further terms, those further terms will prevail.

Where you sign up for one of our Products, in respect of your use of such Products:

• You will comply with all of your obligations as controller under applicable data protection legislation which includes the Data Protection Action Act 2018, GDPR where applicable, Directive 2002/58/EC and related national legislation (Data Protection Legislation).
• We will process Customer Personal Data only as necessary to provide our Products to you and in accordance with any lawful instructions reasonably given by you from time to time;
• We will take appropriate technical and organisational measures against unauthorised or unlawful processing of Customer Personal Data or its accidental loss, destruction or damage.
• You consent to us appointing sub-processors (to assist us in providing our Products to you), provided that we ensure that our sub-processors are bound by terms equivalent to those in this section as they apply to us and we will be responsible for any breach by such sub-processor of any of the obligations under this section. You can find out who our current processors are by contacting us. When we add or replace a sub-processors we will inform you (which may, for example, be by a notification on our Platforms or by emailing you) so that you can let us know if you object. If we do not hear from you within 5 business days after we’ve informed you, you will be deemed to have consented to such appointment.
• We will not transfer Customer Personal Data outside theUK or European Economic Area other than to a country which the European Commission has decided provides adequate protection for personal data or by putting in place appropriate safeguards in accordance with Data Protection Legislation.
• We will, taking into account the nature of our processing and the information available to us, provide reasonable assistance to you in you complying with your obligations under Data Protection Legislation.
• We will promptly upon written request delete or return to you Customer Personal Data at the end of your use of the Products save to the extent that we are legally required to retain any Customer Personal Data.
• We will notify you without undue delay upon becoming aware of any unauthorised or unlawful processing, loss of, damage to or destruction of any Customer Personal Data.
• We will ensure that our employees or other persons or entities authorised by us to process Customer Personal Data are bound by industry standard confidentiality obligations which include keeping Customer Personal Data confidential.

Our Liability

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your:

• use of, or inability to use, the Platforms; or
• use of or reliance on any content displayed on the Platforms.

If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

To the extent permissible by law, you and we exclude all terms, whether imposed by statute or otherwise, that are not expressly stated in these Terms.

We will not be liable to you for any failure or delay in performing any obligation under these Terms where such failure or delay arises from any cause beyond our reasonable control.

Indemnity

You agree to indemnify us against all losses, liabilities, damages, costs and expenses and all claims, actions, suits or proceedings arising out of:

• any misrepresentation, act or omission made by you in connection with your use of the Platforms;
• any non-compliance with these Terms; and
• any claims brought by third parties arising from or in connection with your use of the Platforms.

General

We may assign, sub-contract and/or otherwise transfer any or all of our rights and/or obligations under these Terms to any company, firm or person. We may only do this if it does not affect your rights under these Terms. You may not assign, sub-contract and/or otherwise transfer your rights or obligations under these Terms to anyone else except with our written consent.

If any of these Terms, including any part of any term, is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these Terms or the relevant part thereof shall remain in full force and effect.

No failure or delay by us to exercise or enforce any right or provision in these Terms will constitute a waiver of such right or provision.

Except as expressly stated in these Terms, nothing in these Terms is intended to confer any rights, remedies or benefits upon any person other than you and us.
These Terms, together with any together with any additional terms concerning any Products you purchase from time to time, set out the entire agreement between you and us and supersede any and all prior terms, conditions, warranties and/or representations to the fullest extent permitted by law. You confirm that you have not been induced to enter into a contract on these Terms by any prior representations, whether written or oral, except as specifically reproduced in these Terms and you hereby waive any claim for breach of any such representations which are not specifically reproduced in these Terms.

In these Terms the use of the word “including” shall not limit any preceding category.
These Terms are governed by and interpreted in accordance with the laws of England and Wales. If we or you choose to bring proceedings in connection with these Terms, we or you must do so in the courts of England and Wales, or the courts of the jurisdiction you live in.

Company and Contact Information

Company Name: Curtis Fitch Limited

Incorporated in: England and Wales

Company registration number: 05223479

Registered Office Address: Formal House, 60 St Georges Place, Cheltenham, Gloucestershire, GL50 3PN

Or you can contact us by emailing [email protected].