Digital Products Terms and Conditions
This Agreement contains the terms and conditions applicable to the use of any Products by You. By placing an Order for any Product, you agree to the terms and conditions of this Agreement. If you do not agree with these terms and conditions, you should not use our website or purchase and or click Reserve My Bloc button.
1.1 Unless the context requires otherwise, the following definitions shall apply:
Agreement means this agreement between You and BlocSquared Limited at registered address 85 Great Portland Street, First Floor, London, W1W 7LT
Authorised User means any person in Your organisation to whom access to a Product is provided in accordance with the terms of this Agreement;
Blocsquared Website means www.blocsquared.co.uk;
Commencement Date means the date upon which You place an order for the BlocSquared Toolkit and/or any Training Materials;
Go Live Date means 17 September 2021 (hereinafter “Effective Date”) when BlocSquared’s Product can be accessed/ used by You;
Force Majeure means circumstances beyond the relevant party’s control that prevent performance of the Agreement including any failure or breakdown of electronic systems upon which the provision of a Product is dependent;
Intellectual Property Rights or IPR means any and all intellectual property rights including trademarks, copyright, moral rights, database rights, know-how and all other intellectual and proprietary information rights as may exist now or hereafter come into existence; all modifications, renewals, rights to apply for, and extension of any of the foregoing arising under the laws of any country, state or jurisdiction in the world;
Order means an order placed by You for the purchase of a Product through BlocSquared Website;
Price means the amount to be paid by You to BlocSquared for the Product as quoted to You at the time You place an Order;
Products means any materials (including but not limited to BlocSquared toolkit, templates, reports, software, training programs and/or other general information contained within documents) which You purchase from BlocSquared’s website as may be updated from time to time;
You means the organisation on whose behalf you are placing an Order for a Product. Yours and Your shall be construed accordingly.
2. YOUR STATUS
2.1 By placing an Order you warrant and represent that:
2.1.1 The individual placing the Order is fully authorised to enter into this Agreement on Your behalf; and
2.1.2 The Order is being placed on behalf of Your business and the individual placing the Order is not acting as a consumer.
3. USE OF THE PRODUCTS
3.1 Payment of the Price will entitle You to a royalty free, non-exclusive, non-transferable, non-sublicensable licence to use, download and store the Product(s). In respect of any element of the Product that comprises a template, you may for Your own internal purposes only make derivative works using the Product. You acknowledge that You have purchased a licence to use the Product, and that the grant of this licence does not constitute a transfer of ownership.
3.2 You may only use the Product for Your internal purposes in the course of Your own business, unless otherwise agreed in writing with BlocSquared. You shall not forward (and shall procure that no Authorised User shall forward), via any means, any content provided by BlocSquared to anyone other than Your Authorised Users.
3.3 It is your responsibility to ensure that you can access BlocSquared website and to have and maintain licences to use any software required to access any Product.
3.4 You may not, unless otherwise expressly permitted:
3.4.1 sell, sub-licence, distribute, display, copy, disassemble, decompile, reverse engineer, translate, transfer, or otherwise make available any Product and/or its content to any other person;
3.4.2 use any Product or its content to create any derivative works or products that could be considered competitive products;
3.4.3 allow any third party to access, benefit or use any Product or its content in any way; or
3.4.4 share any password, username or other access information that can be used to access any Product or its content.
3.5 You shall maintain all security measures as may reasonably be required to prevent any unauthorised access to or use of any Product.
3.6 Your rights under this Agreement may be revoked if You fail to comply with any of the terms of this Agreement, and upon notice of revocation You shall, and shall procure that Your Authorised Users and anyone else to whom you have provided access to any Product shall, immediately:
3.6.1 cease to use or access the Product and its content; and
3.6.2 destroy all copies of the Product, its contents and any information or derivative works which have been created or acquired by You as a result of or in connection with this Agreement.
3.7 You agree to indemnify BlocSquared, its members, employees, officers and licensors against any and all liability arising from Your or any third party’s unauthorised use of any Product or its contents provided to You and any use by You or any third party of any derivative works made by you.
4.1 The Products are provided ‘as is’ for general information purposes only and do not constitute professional advice, and You should not rely on them as such. The Products may not be suitable for Your purposes.
4.2 BlocSquared does not warrant that use of the Products will ensure Your compliance with any applicable legal or regulatory requirements.
4.3 All warranties, representations and obligations not set out in this Agreement (whether expressly or as implied by law) are hereby excluded to the maximum extent permitted by law.
5.1 BlocSquared shall send You an invoice as soon as reasonably practicable after Your purchase of any Products.
5.2 The Price is inclusive of VAT where applicable.
6. REFUND AND CHARGEBACKS
Once a Product has been purchased by You, no right of cancellation or refund exists under the Consumer Protection (Distance Selling) Regulations 2000 due to the electronic nature of our Products. Any refunds shall be at BlocSquared’s sole and absolute discretion. You agree that under no circumstances whatsoever shall You initiate any chargebacks via your payment provider. You agree that any payments made by You for any of our Product are final and may not be charged back. We reserve the right to alter any of our prices from time to time.
7. BLOCSQUARED OBLIGATIONS
7.1 Upon receipt of Your Order, Blocsquared shall, as soon as reasonably practicable, issue You with a username and password to enable You to access the Product(s) via BlocSquared’s Website.
7.2 BlocSquared is not under any obligation to provide maintenance or support for any Product or its content but will endeavour to do so where reasonable and possible.
8. INTELLECTUAL PROPERTY
8.1 Any IPR subsisting in the Products is and shall remain the sole property of BlocSquared or, where applicable, its licensors. You acknowledge that all present and future rights in and title to the Products, including the right to grant access to and use of the same, shall vest in BlocSquared and, where applicable, its licensors.
8.2 You shall indemnify BlocSquared from and against all costs and expenses (including reasonable legal expenses) arising from any claim that any derivative work that you create based on any Product infringes any third party’s IPR. You agree to cooperate with BlocSquared in the defence of any such claim at Your own expense.
9. LICENSE AND USE
9.1 Your purchase of one of our Product constitutes our granting to You of a non-exclusive, non-sublicensable, non-transferable license to access that Product for the purpose of your own personal use and reference, and print or convert the Product to an image or vector format for your own storage, retention and reference (the “Purpose”). You agree that under no circumstances shall you use, or permit to be used, any Product other than for the aforesaid Purpose. For the avoidance of doubt, you shall not copy, re-sell, sublicense, rent out, share or otherwise distribute any of our Products, whether modified or not, to any third party. You agree not to use any of our Products in a way which might be detrimental to us or damage our reputation.
10. TERM AND RENEWAL
The term of this Agreement shall commence on the Effective Date and unless otherwise stated shall continue for a period of eighteen (18) months (the “Term”). This Agreement, and any fees associated with this Agreement, shall automatically continue for additional 12 months terms pursuant to BlocSquared pricing in effect on the date of renewal unless, not less than thirty (30) days prior to the date upon which the then-current term is due to end, either party notifies the other in writing of its intention to terminate or modify the Agreement.
11. DATA PROTECTION
To the extent that BlocSquared processes any personal data provided by You in connection with this Agreement, BlocSquared will do so in accordance with Blocsquared’s privacy statement as set out at Blocsquared.co.uk/privacystatement and in accordance with any applicable data protection laws of the United Kingdom.
12.1 Nothing in this Agreement shall limit a party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot by law be limited.
12.2 BlocSquared shall not be liable to You for any indirect, special, incidental and/or consequential loss and/or damage incurred by You in connection with your use of any Product.
12.3 BlocSquared shall not be responsible for any loss, damage or other cost resulting from any decisions that are made in reliance on any Product including, without limitation, compliance and/or risk management decisions, and You acknowledge that any use of any Product or any of its contents are at Your own risk.
12.4 BlocSquared excludes to the fullest extent permitted by law any liability whatsoever for any:
12.4.1 loss of profit, business, revenue, goodwill and/or anticipated savings; and/or
12.4.2 sanctions imposed upon You arising out of or in connection with Your non-compliance with any legal or regulatory requirements.
12.5 BlocSquared’s total aggregate liability to You in connection with this Agreement shall be limited to the Price.
13.1 If You wish to provide notice under this Agreement, such notice must be sent to [email protected] or 85 Great Portland Street, First Floor, London, W1W 7LT
13.2 If BlocSquared needs to provide You with notice under this Agreement, it shall be sent to You using the email address that You provided when placing Your Order. It is Your responsibility to ensure that Your details are up to date and correct.
You may not assign, transfer, sub-licence or deal with any of Your rights or obligations under this Agreement without Blocsquared’s express written permission.
BlocSquared may at its sole discretion update the terms of this Agreement from time to time on the Website. It is your responsibility to check the BlocSquared Website from time to time to ensure your compliance with any updated terms.
16.1 BlocSquared may terminate this Agreement at any time where:
16.1.1 You breach any material term of it, or
16.1.2 BlocSquared has reasonable grounds to believe that the performance of it may be unlawful or cause BlocSquared and/or You to breach any legal, regulatory or professional requirement.
17. GOVERNING LAW AND JURISDICTION
This Agreement and any dispute arising out of or in connection with it (whether contractual or non-contractual) shall be governed by the laws of England and Wales, and any dispute arising out of or in relation to this Agreement (whether contractual or non-contractual) shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
18.1 This Agreement constitutes the entire agreement between BlocSquared and You in relation to any Products This Agreement supersedes all previous discussions, correspondence, negotiations, understandings or agreements entered into by us in relation to any Products.
18.2 Subject to clause 12.1, You agree that You have not relied upon, nor will you have any claim in respect of any representation, warranty or condition that is not set out in this Agreement.
18.3 This Agreement does not grant any rights under the Contracts (Rights of Third Parties) Act 1999 to any third party to enforce any term of this Agreement.
18.4 In the event that any provision of this Agreement is deemed to be invalid or unenforceable, it shall be severed from the Agreement and shall not affect the validity and enforceability of any other term in this Agreement.
18.5 No failure by BlocSquared to exercise any right under this Agreement or to take action against You in the event of a breach of this Agreement shall constitute a waiver of such right or any other rights under this Agreement.