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Thanks for subscribing to Honch, here’s the legal bit:
Honch is a business information service provided by Honch Data Limited. Subscribing to the Honch service binds the Subscriber (and each individual User) to these terms and conditions.
1. DEFINITIONS
“Applicable Laws” means the laws of England and Wales and the European Union.
“Business” means the separate business or trading division of the Subscriber which is identified as the “Business” in the Subscription Form.
“Data” means any data or other information contained in any part of the Service or which is otherwise supplied by Us to You.
“Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.
“EEA” means the European Economic Area.
“EU Data Protection Laws” means EU Directive 95/46/EC and EU Directive 2002/58/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the EU General Data Protection Regulation 2016/679 (“GDPR”) and laws implementing or supplementing the GDPR.
"Intellectual Property Rights" or “IPR” means all patents, trademarks, design rights, trade or business names (including domain names), registered designs, copyright and database rights, together with all rights to claim for infringement.
"Commission", “controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing", "processor", and "Supervisory Authority" shall have the meanings given to them in the Data Protection Laws.
“Public Holiday” means any public holiday in England.
“Sub processor” means any person (including any third party but excluding an employee of Honch) appointed by or on behalf of Honch to process subscriber Personal Data on behalf of Subscriber or otherwise in connection with the Agreement.
“Subscriber Personal Data” has the meaning given to it in clause 9.
“Subscription” means the contract created by theSubscription Form.
“Subscription Fee” means the price for the Subscription as shown on the Subscription Form (together with any VAT thereon).
“Subscription Form” means the Subscription Form completed by You to subscribe for the Service.
“Subscription Term” means the period of the Subscription as shown on the Subscription Form.
“Terms” means these terms and conditions and any special terms agreed in writing between You and Us.
“the Service” means any information or data published or supplied by Us to You in electronic form under the ‘Honch’ name.
“Honch” “We” “Our” or “Us” means Honch Data Limited, a company incorporated in England and Wales with registered company number12246723.
“the Subscriber” (or “You” or “Your”) means the individual, firm, company, organisation or business subscribing to the Service.
“User” means an individual (being a full time employee of the Subscriber who works exclusively within the Business) nominated as a User by the Subscriber (either on the Subscription Form or by subsequent written notification to Us by the Subscriber as a substitution for an individual previously nominated as a User or as an additional User).
“Maximum Number of Users” is the maximum number of Users allowed to the Subscriber as specified in the Subscription Form (or as may be agreed between Us and the Subscriber from time to time in writing).
2. SUBSCRIPTION
2.1 We shall supply the Service subject to these Terms. These Terms may not be altered or added to without Our written agreement.
2.2 The Subscription shall be for the Subscription Term at the Subscription Fee and on these Terms (and on any other terms set out in the Subscription Form). Where these Terms and the provisions of the Subscription Form conflict, these Terms shall prevail unless expressly stated otherwise.
2.3 We reserve the right to change the content, layout and format of the Service at any time
3. LIMITATION OF OUR LIABILITY
3.1 We shall exercise reasonable care and skill in preparing the Data. Nothing in these Terms shall exclude Our liability for death or personal injury caused by Our negligence, or for fraud or fraudulent misrepresentation.
3.2 Save as provided in 3.1 above the Service is provided without any express or implied warranty of any kind (including warranties for quality, fitness for any purpose or non-infringement of Intellectual Property Rights).
3.3 We do not warrant the accuracy or completeness of the Data in the Service nor do we warrant that the Service will be uninterrupted or error free.
3.4 In no circumstances will We be liable for: -
3.4.1 any loss of profit, business, contacts, reputation, goodwill, business interruption, loss of information, anticipated savings, economic loss or any liability You may have to any third party;
3.4.2 any special, indirect or consequential losses of any nature whatsoever which You may suffer or incur.
3.5 Without prejudice to any other provisions of these Terms Our liability whether in tort(including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, arising by reason of or in connection with the Service and/or Your Subscription shall be limited to the Subscription Fee paid to Us by You in the 12 months immediately preceding the date upon which the cause of action arose.
4. SUBSCRIPTION TERM AND PAYMENT
4.1 The Subscription commences once we acknowledge receipt of Your duly completed Subscription Form and confirm our acceptance of Your order or, if applicable, upon the commencement date specified in that Subscription Form and confirmed by us in writing when we accept your order (the “Commencement Date”). Payment of the Subscription Fee must be made in full in accordance with the payment terms set out in the Subscription Form and in any event within 14 days of Our invoice. If payment has not been received in accordance with these Terms or the terms of the Subscription Form We reserve the right to suspend or cancel the Service.
4.2 Full payment of the Subscription Fee remains due if You seek to cancel the Subscription after the Commencement Date. No refunds of all or any part of the Subscription Fee will be made if You seek to cancel the Subscription before the end of any Subscription Term.
5. SUPPLY OF THE SERVICE
5.1 Subject to your compliance with these Terms and Your payment of the Subscription Fees We shall supply the Service to You during the Subscription Term.
5.2 You shall be deemed to have begun receiving the Service as soon as we grant You access to it at the beginning of the Subscription Term. So, let us know straight away if You encounter any difficulties. You are responsible for the devices, telecommunications links and other facilities used to access the Service and You shall not be entitled to any refund or other remedy if You choose not to access the Service or fail to do so for any reason which we are not aware of or which is outside of Our reasonable control.
5.3 You are responsible for advising Us of any changes to Your contact or e-mail details (or of those of Your Users).
5.4 We reserve the right to pause the Service during Public Holidays, and the Christmas & New Year Holidays.
6. USE OF THE SERVICE
Subject to your compliance with these Terms and your payment of the Subscription Fees, We grant You a personal, non-sublicensable, non-exclusive and non-transferable licence to use the Service (and the Data) during the Subscription Term on the following terms: -
6.1 No Data may be used, printed, copied, formatted electronically or transferred to any other person, firm, company, organisation or business (without prejudice to the generality of the foregoing) to or outside the of the Business.
6.2 You may not modify any of the Data nor may you use it for any public display, performance, sale or rental.
6.3 For the avoidance of doubt, Data may not be shared with or allowed to be accessed by any person other than employees of the Subscriber working within the Business.
7. USERS
7.1 Access to the Service is available only to Users and the number of Users for each Subscriber is limited to the Maximum Number of Users for that Subscriber.
7.2 If the Subscriber wishes to increase the number of Users You must notify Us, and if We approve such increase, pay Our then current additional User licence fee for each additional User.
7.3 We will provide all Users with an individual “login” password to access the Service which cannot be shared by or communicated to any other individual or third party.
8. CONFIDENTIALITY
8.1 Each party agrees and undertakes that it will keep confidential and will not disclose to any third party or use for any purpose other than that envisaged by these Terms, without the other party’s prior consent, any information of a confidential nature (including the Data, trade secrets and information of commercial, financial or technical value) belonging to the other party, unless such information is public knowledge or subsequently becomes public knowledge other than by breach of an obligation of confidence.
9. DATA PROTECTION AND SECURITY
9.1 We are the data controller in respect of the Data. However, where You (or any User or third party on Your behalf) request or obtain an extracted copy of the Data which includes Personal Data, the parties acknowledge that You are acting as sole data controller in respect of Your acquisition, supply and subsequent Processing of that Data and We will be acting as data processor in respect of the same.
9.2 The Subscriber instructs Honch to Process Subscriber Personal Data as reasonably necessary for the provision of the Services and consistent with this Agreement. In particular, Subscriber instructs Honch to Process the following data:
Subject matter and duration of the Processing of Personal Data: The Subscriber Personal Data will be Processed throughout the Subscription Term.
The nature and purpose of the Processing of Personal Data: This Personal Data will be processed for the purpose of and to the extent necessary for Honch to provide the Services requested by the Subscriber.
The types of Personal Data to be Processed: The name, location and contact details of Users. The Subscriber Personal Data.
The obligations and rights of data controller: The obligations and rights of data controller (Subscriber) are set out in this Agreement.
9.3 Both parties will comply with all applicable requirements of the Data Protection Laws.
9.4 Without prejudice to the generality of Clause 9.3 the Subscriber will ensure that it has taken all steps necessary to enable lawful (i) transfer of the Subscriber Personal Data to or from Honch, and (ii) Processing by Honch of the Subscriber Personal Data, for the purposes of the Agreement.
9.5 In relation to any Subscriber Personal Data Processed in connection with the performance by Honch of the Services, Honch shall:
9.5.1 only Process Subscriber Personal Data on the Subscriber's documented instructions, including in respect to transfers of Subscriber Personal Data to a country outside of the European Economic Area(EEA), unless Processing is required by Applicable Laws in which case Honch shall, to the extent permitted by Applicable Laws, inform Subscriber of that legal requirement prior to the relevant Processing of the Subscriber Personal Data;
9.5.2 take reasonable steps to ensure the reliability of its staff who have access to Subscriber Personal Data, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;
9.5.3 taking into account the nature, scope, context and purpose of the Processing, implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR in order to protect against unauthorised or unlawful Processing of any Subscriber Personal Data, or any accidental loss, destruction or damage of such data;
9.5.4 taking into account the nature of the Processing and the information available to Honch, Honch shall, to a reasonable extent, assist the Subscriber: (i) by implementing appropriate technical and organisational measures for the fulfilment of the Subscriber’s obligations to respond to requests to exercise Data Subject rights under the Data Protection Laws, and in particular Chapter III of GDPR as set out at Clause 8.11 below, and (ii) in ensuring compliance with the Subscriber’s obligations pursuant to Articles 32to 36 of GDPR;
9.5.5 (to the extent permitted by law) notify the Subscriber without undue delay on becoming aware of a Personal Data Breach relating to the Subscriber Personal Data.
9.6 With respect to each proposed Sub processor, Honch shall ensure that the arrangement between Honch and Sub processor is governed by a written agreement, including:
9.6.1 terms which offer at least the same level of protection for Subscriber Personal Data as those set out in this Clause 8; and
9.6.2 terms which meet the requirements of Article 28(3) ofthe GDPR.
9.7 Taking into account the nature of the Processing, Honch shall assist Subscriber by implementing appropriate and commercially reasonable technical and organisational measures for the fulfilment of Subscriber’s obligations to respond to requests to exercise Data Subject rights under the Data Protection Laws.
9.8 Honch’s obligation pursuant to Clause 8.1 above shall include assisting Subscriber, upon Subscriber’s documented instruction, without undue delay to respond to a Data Subject’s request to exercise their right of access, right of rectification, right of erasure, right of data portability, right to object to processing, right to restriction of processing and right not to be subject to automated individual decision making, as set out at Chapter III of the GDPR.
9.9 Honch shall:
9.9.1 notify Subscriber within 3 (three) Business Days if Honch or any Subprocessor receives a request from a Data Subject under any Data Protection Law in respect of Subscriber Personal Data unless the Data Subject has forbid the notification of the Subscriber in which case Honch shall inform the Data Subject that Honch is only able to respond to such request on the Subscriber's instruction; and
9.9.2 ensure that neither Honch nor any Subprocessor responds to that request except on the documented instructions of Subscriber or as required by Applicable Laws.
10. INTELLECTUAL PROPERTY AND THE DATA
10.1 All IPR in the Services and the Data shall remain at all times Our sole and exclusive property or that of Our licensors, and except as expressly stated in these Terms We grant You no rights to or in any IPR.
10.2 The Data supplied as part of the Service together with the design and layout of the Data and of the Service is owned by Us (or Our licensors) and it may not be reproduced, copied, edited, published without Our written permission.
10.3 Honch shall use its reasonable efforts to ensure that the Data is accurate and up-to-date but gives no guarantee that the Data is accurate and shall have no liability of any nature to the Subscriber (including, without prejudice to the generality of the foregoing, in relation to any indirect or consequential losses incurred by the Subscriber) in relation to its supply of the Service, the loss of any Data after the same has been supplied to the Subscriber or in the event that the Data is not fit or otherwise suitable for the Subscriber’s purposes.
10.4 In no circumstances will the Subscriber:
(a) allow any person, firm or company (other than persons employed by the Subscriber) to make use of or otherwise have access to the Data;
(b) allow the Data to be copied onto, or transferred to or otherwise accessed by any computer system other than that owned by and in the possession of the Subscriber and which is for the sole and exclusive use of persons employed by the Subscriber;
(c) assign, transfer, sell, sub-license, lease, rent, charge or otherwise deal in or use on behalf of or make available the Data to any third party;
(d) use any Data in any manner that is unlawful or illegal; and
(e) allow or authorise any User or other individual or entity to do any of the foregoing.
10.5 The Subscriber agrees to ensure that all Users are made specifically aware of (and that they will comply with) the above restrictions on the use of the Data.
11. BREACH AND TERMINATION
11.1 If You fail to pay any sum due to Us on the date due or if You commit a breach of these Terms (or if any of the information provided by You in the Subscription Form is inaccurate or misleading) We shall be entitled to do any one or more of the following (without prejudice to any other right or remedy We may have):
11.1.1 charge interest (which shall accrue from day to day) on any monies outstanding at the rate of 4% p.a. above the Barclays Bank plc base rate as published from time to time from the due date until the date of payment (after as well as before Judgment);
11.1.2 suspend or cancel the Service to You without notice.
11.2 Either You or Us may terminate a Subscription immediately upon written notice if:
11.2.1 the other party commits a material breach of any of these Terms (including non-payment) which is irremediable or (if such breach is remediable) the breaching party fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or
11.2.2 any step, action, application or proceeding is taken in relation to the whole or any material part of the other party for a voluntary arrangement or composition or reconstruction of its debts or winding up, dissolution, administration or receivership (administrative or otherwise).
11.3 On expiry or termination of a Subscription for any reason:
11.3.1 all rights and licences granted pursuant to that Subscription shall cease;
11.3.2 any outstanding balance becomes immediately due and payable;
11.3.3 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; and
11.3.4 a party shall, if requested, destroy, expunge or return to the other party all records and copies of any information of a confidential nature communicated to it by the other party in connection with the Subscription, including any copies of the Data within the possession or control of the Subscriber.
12. MISCELLANEOUS
12.1 These Terms (and the Subscription contract of which these Terms form part) shall be governed and interpreted according to English Law and You agree to submit to the non-exclusive jurisdiction of the English Courts.
12.2 The headings in these Terms are for convenience only and shall not affect their interpretation.
12.3 Except as otherwise provided in these Terms We shall not be deemed to be in breach of contract or liable for any delays or failures to perform any of Our obligations in relation to the Service due to any cause beyond Our reasonable control including but not limited to any internet or electrical failure resulting in Our inability to transmit e-mails or the Data to You. Should any such event occur which prevents Us from providing the Service to You for a sustained period We reserve the right to cancel or suspend all or any part of the Service to You and to refund a pro rata part of the Subscription Fee without incurring any liability.
12.4 Nothing in these Terms is intended or will create any right to or for the benefit of any third party. A person who is not a party to a Subscription shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any of these Terms.
12.5 This contract is personal to You (and and the Business) and it may not be assigned without Our prior written consent. We may, after having given You prior written notice, assign Our rights and obligations under these Terms to any person to which we transfer substantially the whole of Our business.
