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DTracks Limited is a company incorporated under the laws of England and Wales and having its registered office at Belgrave House, 39-43 Monument Hill, Weybridge, Surrey, KT13 8RN United Kingdom (hereinafter known as “DataTracks” which term shall mean and include its administrators, affiliates,assigns and Sucessors-in-interest). The word “We” or “Us” as used in the Terms and conditions below refers to “DataTracks”.
DataTracks maintains and operates the website www.datatracks.co.uk where users can set up user accounts, and upload input documents of types specified in the website that are converted into output documents of types specified in the website for review and usage by such users for payment of a fee (hereinafter known as “Services”)
You are a user who has already set up a user account with the objective of using the Services provided by DataTracks (and any reference to You or Your shall mean you or your as the case may be which terms shall include your heirs, executors, administrators, legal representative, successor/ successors-in-office and assigns)
By clicking on the button provided for this purpose, you agree to use the Services provided by DataTracks subject to the terms and conditions governing the provision of this service as below.
1. Scope of Service:
The Service shall provide output documents specified by you in the Order from input documents provided by you at the time of placing the order subject to DataTracks receiving the amounts payable for provision of such service in full.
You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with DataTracks, or (b) you are a person barred from receiving the Services under the laws of the United Kingdom.
2. Our acceptance of contract:
When you place an order in the DataTracks website to avail our Services, we will send you an e-mail confirming receipt of your order and containing the details of your order. Your order represents an offer to us to provide a Service. Our acceptance of this order is complete only when we receive payment in full upfront against the order or within a mutually agreed credit period. We may refuse to provide any Service if we do not have sufficient capacity to provide the same within the turnaround time that you have requested.
3. Provision of Services by DataTracks:
- DataTracks would use the services of affiliated entities in the course of providing these Services. You acknowledge and agree to DataTracks’ rights to use such affiliates.
- DataTracks is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the services which DataTracks provides may change from time to time without prior notice to you.
- As part of this continuing innovation, you acknowledge and agree that DataTracks may stop providing the Services (or any features within the Services) to you or to users generally at DataTracks’s sole discretion, without prior notice to you.
- You may stop using the services at any time. You do not need to specifically inform DataTracks when you stop using the services.
- You acknowledge and agree that if DataTracks disables access to your account, you may be prevented from accessing the services, your account details or any files or other content which is contained in your account.
- DataTracks would use all commercially reasonable efforts to provide the output documents before the deadline. However, DataTracks is not responsible for any delay in providing the output documents that arise from: (1) insufficient or inconsistent or erroneous inputs, (2) incorrect determination and payment of fees that arises from errors in provision of information by you, (3) delay in placement of order after publication of prices by DataTracks, (4) delay in uploading of inputs after payment of fees beyond the deadline specified for uploading file (5) unforeseen circumstances including acts of god, war, natural calamities etc.
- DataTracks has the option of changing prices from time to time. The price for each individual order will be based on the prices prevailing when the order was placed, and will not be affected by any subsequent change in prices.
- DataTracks will be collecting a “Capacity Blocking / Reservation fee (not exceeding 10% of the price payable for the Service) from certain categories of users who want to ensure that sufficient capacity is available with DataTracks for providing the Services when the input files are uploaded at a later date. This fee is non-refundable and will be forfeited in case the user does not subsequently require the Services. This fee will be treated as an advance and will be adjusted at the time of the balance payment.
- DataTracks cannot be held liable for unauthorised access to the information provided to us (for example if the firewall around the server is breached or for losing data transmitted to us (for example if the servers crash). The user is also expected to retain a copy of the data provided to us.
4. Electronic communications:
When you visit our website or send e-mails to us, you are communicating with us electronically. We communicate with you by e-mail. For contractual purposes, you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
5. Use of the Services by you:
In order to access our services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the service, or as part of your continued use of the services. You agree that any registration information you give to DataTracks will always be accurate, correct and up to date.
You agree to use the services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United Kingdom or other relevant countries).
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by DataTracks, unless you have been specifically allowed to do so in a separate agreement with DataTracks. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
You confirm that you whenever you are performing any task on behalf of your clients (including but not limited to uploading of files), you have the necessary permission of your client in doing so, and you will hold DataTracks harmless for any unauthorised action on your part.
You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
DataTracks is not responsible for any loss or damage arising directly or indirectly from any error in provision of inputs, any misuse or any breach, willful or otherwise by you. In any case the total liability of DataTracks for any claims of whatsoever nature, consequential or otherwise, arising from DataTracks providing you a Service, shall be limited to the amount actually paid by you for the specific instance where such Service was provided.
DataTracks will hold your data in a user accessible format for 30 days from the date of uploading the deliverables. It is your responsibility to access our website and download the deliverables within this 30 days period. You acknowledge that you will access the website and check for availability of deliverables periodically after the deadline and DataTracks shall not be responsible to remind you of the availability of deliverables in the website beyond the first email.
6. Your conduct:
You must not use the website in any way that causes, or is likely to cause, the website or access to it to be interrupted, damaged or impaired in any way.
You understand that you, and not DataTracks, are responsible for all electronic communications and content sent from your computer to us and you must use the website for lawful purposes only.
You must not use the website for any of the following:
- for fraudulent purposes, or in connection with a criminal offence or other unlawful activity
- to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”
- to cause annoyance, inconvenience or needless anxiety
7. Reviews, comments, communications and other content:
Users of this website may send communications; and submit suggestions, ideas, comments, questions, or other information, as long as the content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties, or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any content. DataTracks reserves the right (but not the obligation) to remove or edit any content.
8. Proprietary rights:
You acknowledge and agree that DataTracks own all legal rights, titles and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
Unless you have agreed otherwise in writing with DataTracks, nothing in the Terms gives you a right to use any of DataTracks’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
Unless you have been expressly authorised to do so in writing by DataTracks, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.
9. Termination of Service:
The Terms will continue to apply until terminated by either you or DataTracks as set out below.
DataTracks may at any time, terminate its legal agreement with you if:
- You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
- DataTracks is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
- DataTracks is no longer providing the Services to users, or
- The provision of the Services to you by DataTracks is, in DataTracks’s opinion, no longer commercially viable.
When these Terms come to an end, all of the legal rights, obligations and liabilities that you and DataTracks have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.
You may have the right to cancel the contract with DataTracks within 24 hours from the time you have placed the order.
Refunds can be requested by email: firstname.lastname@example.org and stating the reasons why one is sought. Refunds will be at the sole discretion of DataTracks. In situations where we deem that a refund is warranted we reserve the right to deduct such amounts as we view are reasonable to cover the costs of our administration and other incidental costs incurred.
DataTracks, its parent, its subsidiaries and affiliates do not represent to you that:
- Your use of the services will meet your requirements,
- Your use of the services will be uninterrupted, timely, secure or free from error,
- Any information obtained by you as a result of your use of the services will be accurate or reliable, and
- Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
You acknowledge and agree that you are responsible for the accuracy and fitness for purpose of the output provided and DataTracks does not warrant expertise in applicable laws or regulations and in providing the Service, relies upon careful review and evaluation by suitable professionals before the deliverables provided under the Service are used for intended purpose.
DataTracks is not responsible for any loss or damage arising from connecting to the website to your network, systems or other assets. You agree that it shall be your responsibility to safeguard your network, systems and other assets against intrusion, interference, malware, or other unwanted changes.
11. Limitation of liability:
You expressly understand and agree that DataTracks, its parent, its subsidiaries and affiliates, and its licensors shall not be liable to you for:
- a) Any direct, indirect, incidental, special consequential or exemplary damages, fines or other regulatory penalties which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, or other intangible loss;
- b) any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:
- any reliance placed by you on the completeness, accuracy or existence of any advertising
- any changes which DataTracks may make to the services, or for any permanent or temporary cessation in the provision of the services (or any features within the services);
- the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the services;
- your failure to provide DataTracks with accurate account information;
- your failure to keep your password or account details secure and confidential The above shall apply whether or not DataTracks has been advised of or should have been aware of the possibility of any such losses arising.
DataTracks, its affiliates, agents and contractors who DataTracks use to provide the Services shall be liable for any losses, damages, costs or expenses which arises from its or their negligence, willful default or fraud.
12. Events beyond our reasonable control:
We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.
13. Governing law and jurisdiction:
These conditions are governed by and construed in accordance with the laws of United Kingdom without regard to its conflict of law’s provisions. You and DataTracks agree to submit to the exclusive jurisdiction of the courts located within United Kingdom to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that DataTracks shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
14. Alteration of Service or Amendments to the Conditions:
15. General legal terms:
You agree that DataTracks may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
You agree that if DataTracks does not exercise or enforce any legal right or remedy which is contained in the Terms (or which DataTracks has the benefit of under any applicable law), this will not be taken to be a formal waiver of DataTracks’s rights and that those rights or remedies will still be available to DataTracks.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, the remaining provisions of the Terms will continue to be valid and enforceable and would be removed subsequently without affecting the rest of the terms
You acknowledge and agree that each affiliated company of DataTracks shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
16. Data protection and data processing:
16.1 Both parties will comply with General Data Protection Regulation ((EU) 2016/679) as amended or re-enacted (“Data Protection Legislation”). This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
16.2 The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and DataTracks is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
16.3 Without prejudice to the generality of clause 16.1DataTracks shall, in relation to any Personal Data processed in connection with the performance of its obligations under this agreement:
- process Personal Data for and on your behalf for the purpose of performing and in accordance with this agreement;
- put in place and maintain appropriate technical and organisational measures 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.
- act only on the written instructions of the Controller (unless required by law to act without such instructions)
- not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Controller has been obtained and the following conditions are fulfilled:
- DataTracks has in place appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- DataTracks will comply with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- DataTracks will comply with any reasonable instructions notified to it in advance in respect to the processing of the Personal Data;
- notify the Controller without undue delay on becoming aware of a Personal Data breach and take appropriate remedial action to mitigate loss;
- at your written request, delete or return Personal Data and copies to you on termination of the agreement unless required by applicable law to store the Personal Data; and
- indemnify you against any loss or damage suffered or arising from any breach of DataTracks obligation under clause 16.
- assist the Controller in providing subject access and allowing data subjects to exercise their rights under the Data Protection Legislation;
- submit to audit and inspections, provide the Controller with whatever information it needs (pertaining to the Data of the Controller) to ensure they are both meeting their Article 28 obligations of the Data Protection Legislation, and tell the Controller immediately if it is asked to do something infringing the Data Protection Legislation or other data protection law of the EU or a member state;
- keep records of its processing activities in accordance with Article 30.2 of Data Protection Legislation
16.4 Currently, DataTracks is not required to appoint a Data Protection Officer. DataTracks shall employ a Data Protection Officer at a later date, if the Data Protection Legislation requires so.
16.5 DataTracks shall engage a sub-processor only with the prior consent of the Controller; Controller hereby acknowledges that Services are provided by DataTracks through its affiliates that are situated outside the European Economic Area and thus, gives approval to DataTracks to transfer Controller Data from EEA to outside EEA for the provision of Services. DataTracks warrants that it imposes the same obligations on its affiliates outside the EEA, as those which are imposed on it under the Data Protection Legislation.
17.1 DataTracks undertakes that it will not disclose any confidential information concerning your business, affairs and any information which is non-public, confidential or proprietary in nature without your prior written consent, except:
- to its employees, officers, affiliates, representatives or advisers who need to know such information for the purposes of providing the Services and DataTracks shall ensure that its employees, officers, affiliates, representatives or advisers to whom it discloses your confidential information comply with this clause; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.2 DataTracks shall not use confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.