These are our terms when taking
out a Wessex Technology Countermark software solution subscription with us. By
purchasing a subscription you (“the Customer”) agree to these terms.
Please read them carefully and
let us know if you have any questions before purchasing a subscription. You can
get in touch with us by emailing email@example.com.
Your attention is particularly drawn to the
provisions of Clause 12.
Capitalised terms used herein which are not defined when they first
appear are defined in clause 27.
Subject to the Customer purchasing the Company Account, Issuer
Subscriptions (or, as the case may be, the Document Allowance), Wessex
Technology hereby grants to the Customer a non-exclusive, non-transferable
right to permit the Issuers and Users to use the Services and the Guidance
during the Subscription Term solely for the purpose of Annotation, Redaction, Validation
or Tracing of Customer’s own Documents or products.
The Customer undertakes that:
Issuer shall keep a secure password for his use of the Services and Guidance
and that each Issuer shall keep his password confidential;
any of the audits referred to in clause 1.2(c) reveal that any
password has been provided to any individual who is not an Issuer, then without
prejudice to Wessex Technology's other rights, Wessex Technology may promptly
disable such passwords and Wessex Technology shall not issue any new passwords
to any such individual.
Where the Customer has purchased Issuer Subscriptions (rather
than Document Allowance), the Customer undertakes that:
maximum number of Issuers that it authorises to access and use the Services and
the Guidance shall not exceed the number of Issuer Subscriptions it has
purchased from time to time;
will not allow or suffer any Issuer Subscription to be used by more than one
individual Issuer unless it has been reassigned in its entirety to another
individual Issuer, in which case the prior Issuer shall no longer have any
right to access or use the Services and/or Guidance;
any of the audits referred to in clause 1.2(c) reveal that the
Customer has underpaid Subscription Fees to Wessex Technology, then without
prejudice to Wessex Technology's other rights, the Customer shall pay to Wessex
Technology an amount equal to such underpayment as calculated in accordance
with the prices prevailing at the time within 10 Business Days of the date of
the relevant audit; and
For the purposes of clause 1.3(d), if Wessex
Technology approves the Customer's request to purchase additional Issuer Subscriptions,
the Customer shall, within 30 days of the date of Wessex Technology's invoice,
pay to Wessex Technology the relevant fees for such additional Issuer
Subscriptions as applies at the time and, if such additional Issuer
Subscriptions are purchased by the Customer part way through the Initial
Subscription Term or any Renewal Period (as applicable), such fees shall be
pro-rated for the remainder of the Initial Subscription Term or then current
Renewal Period (as applicable).
The Customer shall not access, store, distribute or transmit
any Viruses, or any material during the course of its use of the Services that:
unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or
racially or ethnically offensive;
sexually explicit images;
discriminatory based on race, gender, colour, religious belief, sexual
orientation, disability; or
a manner that is otherwise illegal or causes damage or injury to any person or
Wessex Technology reserves the right, without liability or prejudice to its
other rights to the Customer, to disable the Customer's access to any material
that breaches the provisions of this clause.
The Customer shall not:
as may be allowed by any applicable law which is incapable of exclusion by
agreement between the parties:
except to the extent expressly permitted under this agreement, attempt to copy,
modify, duplicate, create derivative works from, frame, mirror, republish,
download, display, transmit, or distribute all or any portion of the Software
and/or Guidance (as applicable) in any form or media or by any means; or
to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable
form all or any part of the Software; or
all or any part of the Services and Guidance in order to build a product or
service which competes with the Services and/or the Guidance; or
the Services and/or Guidance to provide Services to third parties; or
to clause 21.1, license, sell, rent,
lease, transfer, assign, distribute, display, disclose, or otherwise
commercially exploit, or otherwise make the Services and/or Guidance available
to any third party except the Issuers, or
to obtain, or assist third parties in obtaining, access to the Services and/or Guidance,
other than as provided under this clause 1.
The Customer shall use all reasonable endeavours to prevent
any unauthorised access to, or use of, the Services and/or the Guidance and, in
the event of any such unauthorised access or use, promptly notify Wessex
an Issuer is able to apply a Validation Countermark to a Document, the Customer
will be required to satisfactorily complete Wessex Technology’s Company
Customer undertakes to notify Wessex Technology immediately in the event that
there is any change of circumstances, personnel or other relevant matter which
might invalidate the Company Authentication Process already undertaken by the
prejudice to the foregoing, Wessex Technology reserves the right, at any time,
to require the Customer to submit to the Company Authentication Process, even
if it has already passed.
The rights provided under this clause 1 are granted to the Customer only, and shall not be
considered granted to any subsidiary or holding company of the Customer.
Wessex Technology shall, during the Subscription Term,
provide the Services and make available the Guidance to the Customer on and
subject to the terms of this agreement.
Wessex Technology shall use commercially reasonable
endeavours to make the Services available 24 hours a day, seven days a week,
maintenance carried out during the maintenance window of 8.00 am to 12.30 pm on
Fridays UK time; and
maintenance performed outside Normal Business Hours, provided that Wessex
Technology has used reasonable endeavours to give the Customer at least 6
Normal Business Hours' notice in advance.
Wessex Technology will, as part of the Services and at no
additional cost to the Customer, provide the Customer with Wessex Technology's
standard customer support services during Normal Business Hours in accordance
with Wessex Technology's Support Services Policy in effect at the time that the
Services are provided. Wessex Technology may amend the Support Services Policy
in its sole and absolute discretion from time to time. The Customer may
purchase enhanced support services separately at Wessex Technology's then
The Countermark App is freely downloadable by any potential User
from the Website. The Customer agrees not to distribute copies of the App
itself but to direct all potential Users to the Website to download the App.
When creating a Countermark the Services will request the Issuer
to designate User permissions as “Public”, “Registered” or “Private”.
A Public Countermark can be read by any User subject to time
and geographic restrictions to retrieve the Snippet linked to the Countermark
by the Issuer.
A Registered Countermark can be read by any User subject to
time and geographic restrictions to retrieve the Snippet linked to the
Countermark by the Issuer. The user is required to have a validated email
address set in the Countermark App to read the snippet.
The creation of a Private Countermark requires the Issuer to
designate a “Group of Users”, being those named Users who may use the App to
read the Countermark to retrieve a Snippet. The Issuer will be required to identify
the Group of Users by inputting the name, email address, phone number or
similar data for each User together with any time and geographic restrictions.
When the Customer creates a Private Countermark, it
undertakes to maintain the secrecy of any Countermarks or passwords generated
by the Services and to distribute them only to those Users who have been
included in the Group of Users. The Customer further undertakes that:
will not allow or suffer any password to be used by more than one individual
the Customer wishes to amend the Group of Users, it shall do so through the
Services which shall, on request by an Issuer, disable any password provided
for a particular permitted User.
Countermark Codes are generated randomly and it is possible,
if unlikely, that any particular string of digits may appear to the Customer
(or an Issuer or User) as inappropriate or offensive. The Customer accepts that
it is the Customer’s sole responsibility to ensure that its Issuers visually
inspect each Countermark Code before accepting it and applying it to a
Document. If, for any reason, the Countermark Code appears inappropriate to an
Issuer, the Issuer should request the Services to generate an alternative.
Wessex Technology accepts no responsibility whatsoever for any Countermark Code
being, or being viewed as being, inappropriate or offensive by reason of the
particular string of characters comprised in the Countermark Code.
The Customer shall own all right, title and interest in and
to all of the Customer Data and shall have sole responsibility for the
legality, reliability, integrity, accuracy and quality of the Customer Data.
Without limiting the foregoing, the Customer gives Wessex Technology the
indemnity set forth in clause 11.1 in
respect to the Customer Data.
Wessex Technology shall follow its archiving procedures for
Customer Data as set out in its Privacy and Security Policy available at the
Website, as such document may be amended by Wessex Technology in its sole
discretion from time to time. In the event of any loss or damage to Customer
Data, the Customer's sole and exclusive remedy shall be for Wessex Technology
to use reasonable commercial endeavours to restore the lost or damaged Customer
Data from the latest back-up of such Customer Data maintained by Wessex
Technology in accordance with the archiving procedure described in its Privacy
Policy. Wessex Technology shall not be responsible for any loss, destruction,
alteration or disclosure of Customer Data caused by any third party (except
those third parties sub-contracted by Wessex Technology to perform services
related to Customer Data maintenance and back-up).
Wessex Technology shall, in providing the Services, comply
with its Privacy and Security Policy relating to the privacy and security of
the Customer Data available at the Website, as such document may be amended
from time to time by Wessex Technology in its sole discretion.
If Wessex Technology processes any personal data on the
Customer's behalf when performing its obligations under this agreement, the
parties record their intention that the Customer shall be the data controller
and Wessex Technology shall be a data processor and in any such case:
Customer acknowledges and agrees that the personal data may be transferred or
stored outside the EEA or the country where the Customer and the Issuers are
located in order to carry out the Services and Wessex Technology's other
obligations under this agreement;
Customer shall ensure that the Customer is entitled to transfer the relevant
personal data to Wessex Technology so that Wessex Technology may lawfully use,
process and transfer the personal data in accordance with this agreement on the
Customer shall ensure that the relevant third parties have been informed of,
and have given their consent to, such use, processing, and transfer as required
by all applicable data protection legislation;
Technology shall process the personal data only in accordance with the terms of
this agreement and any lawful instructions reasonably given by the Customer
from time to time; and
party shall take appropriate technical and organisational measures against
unauthorised or unlawful processing of the personal data or its accidental
loss, destruction or damage.
Customer acknowledges that the Services may enable or assist it to access the
website content of, correspond with, and purchase products and services from,
third parties via third-party websites and that it does so solely at its own
risk. Wessex Technology makes no representation or commitment and shall have
no liability or obligation whatsoever in relation to the content or use of, or
correspondence with, any such third-party website, or any transactions
completed, and any contract entered into by the Customer, with any such third
party. Any contract entered into and any transaction completed via any
third-party website is between the Customer and the relevant third party, and
not Wessex Technology. Wessex Technology recommends that the Customer refers
using the relevant third-party website. Wessex Technology does not endorse or
approve any third-party website nor the content of any of the third-party
website made available via the Services.
The undertaking at clause 6.1 shall
not apply to the extent of any non-conformance which is caused by use of the
Services contrary to Wessex Technology's instructions, or modification or
alteration of the Services by any party other than Wessex Technology or Wessex
Technology's duly authorised contractors or agents. If the Services do not
conform with the foregoing undertaking, Wessex Technology will, at its expense,
use reasonable commercial endeavours to correct any such non-conformance
promptly, or provide the Customer with an alternative means of accomplishing
the desired performance. Such correction or substitution constitutes the
Customer's sole and exclusive remedy for any breach of the undertaking set out
in clause 6.1. Notwithstanding the foregoing, Wessex Technology:
not warrant that the Customer's use of the Services will be uninterrupted or
error-free; or that the Services, Guidance and/or the information obtained by
the Customer through the Services will meet the Customer's requirements; and
not responsible for any delays, delivery failures, or any other loss or damage
resulting from the transfer of data over communications networks and
facilities, including the internet, and the Customer acknowledges that the
Services and Guidance may be subject to limitations, delays and other problems
inherent in the use of such communications facilities.
This agreement shall not prevent Wessex Technology from
entering into similar agreements with third parties, or from independently
developing, using, selling or licensing documentation, products and/or services
which are similar to those provided under this agreement.
Wessex Technology with:
necessary co-operation in relation to this agreement; and
necessary access to such information as may be required by Wessex Technology;
order to provide the Services, including but not limited to Customer Data,
security access information and configuration services;
with all applicable laws and regulations with respect to its activities under
out all other Customer responsibilities set out in this agreement in a timely
and efficient manner. In the event of any delays in the Customer's provision of
such assistance as agreed by the parties, Wessex Technology may adjust any
agreed timetable or delivery schedule as reasonably necessary;
that the Issuers and any Users designated in a Group of Users use the Services
and the Guidance in accordance with the terms and conditions of this agreement
and shall be responsible for any Group Users and Issuer's breach of this
and shall maintain all necessary licences, consents, and permissions necessary
for Wessex Technology, its contractors and agents to perform their obligations
under this agreement, including the Services;
that its network and systems comply with the relevant specifications provided
by Wessex Technology from time to time; and
solely responsible for procuring and maintaining its network connections and
telecommunications links from its systems to Wessex Technology's data centres,
and all problems, conditions, delays, delivery failures and all other loss or
damage arising from or relating to the Customer's network connections or
telecommunications links or caused by the internet.
The Customer shall on the Effective Date provide to Wessex Technology
valid, up-to-date and complete credit card details or approved purchase order
information acceptable to Wessex Technology and any other relevant valid,
up-to-date and complete contact and billing details and, if the Customer
credit card details to Wessex Technology, the Customer hereby authorises Wessex
Technology to bill such credit card:
the Effective Date for the Subscription Fees payable in respect of the Initial
Subscription Term; and
to clause 13.1, on each anniversary
of the Effective Date for the Subscription Fees payable in respect of the next
approved purchase order information to Wessex Technology, Wessex Technology shall
invoice the Customer:
the Effective Date for the Subscription Fees payable in respect of the Initial
Subscription Term; and
to clause 13.1, at least 30 days
prior to each anniversary of the Effective Date for the Subscription Fees
payable in respect of the next Renewal Period,
the Customer shall pay each invoice within 30 days after the date of such
If Wessex Technology has not received payment within 30 days
after the due date, and without prejudice to any other rights and remedies of Wessex
Technology may, without liability to the Customer, disable the Customer's
password(s), account and access to all or part of the Services and Wessex
Technology shall be under no obligation to provide any or all of the Services
while the invoice(s) concerned remain unpaid; and
shall accrue on a daily basis on such due amounts at an annual rate equal to 4%
over the then current base lending rate of Wessex Technology's bankers in the
UK from time to time, commencing on the due date and continuing until fully
paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement:
be payable in pounds sterling;
subject to clause 12.4(b), non-cancellable and
exclusive of value added tax, which shall be added to Wessex Technology's
invoice(s) at the appropriate rate.
Wessex Technology shall be entitled to increase the
Subscription Fees, and the excess storage fees payable pursuant to clause 8.5 at
the start of each Renewal Period upon 90 days' prior notice to the Customer
Without limiting clause 9.1, the
Customer undertakes that it shall not (and it shall not permit or suffer any Issuer
or restricted User to) remove or obscure any proprietary notice included as
part of the Countermark Code.
Wessex Technology confirms that it has all the rights in
relation to the Services and the Guidance that are necessary to grant all the
rights it purports to grant under, and in accordance with, the terms of this
Each party may be given access to Confidential Information
from the other party in order to perform its obligations under this agreement.
A party's Confidential Information shall not be deemed to include information
or becomes publicly known other than through any act or omission of the
in the other party's lawful possession before the disclosure;
lawfully disclosed to the receiving party by a third party without restriction
independently developed by the receiving party, which independent development
can be shown by written evidence; or
required to be disclosed by law, by any court of competent jurisdiction or by
any regulatory or administrative body.
Each party shall hold the other's Confidential Information in
confidence and, unless required by law, not make the other's Confidential
Information available to any third party, or use the other's Confidential
Information for any purpose other than the implementation of this agreement.
Each party shall take all reasonable steps to ensure that the
other's Confidential Information to which it has access is not disclosed or
distributed by its employees or agents in violation of the terms of this
Neither party shall be responsible for any loss, destruction,
alteration or disclosure of Confidential Information caused by any third party.
Wessex Technology acknowledges that the Customer Data is the
Confidential Information of the Customer.
No party shall make, or permit any person to make, any public
announcement concerning this agreement without the prior written consent of the
other parties (such consent not to be unreasonably withheld or delayed), except
as required by law, any governmental or regulatory authority (including any
relevant securities exchange), any court or other authority of competent
The above provisions of this clause 10 shall
survive termination of this agreement, however arising.
Customer is given prompt notice of any such claim;
Technology provides reasonable co-operation to the Customer in the defence and
settlement of such claim, at the Customer's expense; and
Customer is given sole authority to defend or settle the claim.
Technology is given prompt notice of any such claim;
Customer provides reasonable co-operation to Wessex Technology in the defence
and settlement of such claim, at Wessex Technology's expense; and
Technology is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Wessex Technology
may procure the right for the Customer to continue using the Services, replace
or modify the Services so that they become non-infringing or, if such remedies
are not reasonably available, terminate this agreement on 5 Business Days'
notice to the Customer without any additional liability or obligation to pay
liquidated damages or other additional costs to the Customer.
In no event shall Wessex Technology, its employees, agents
and sub-contractors be liable to the Customer to the extent that the alleged
infringement is based on:
modification of the Services or Guidance by anyone other than Wessex Technology;
Customer's use of the Services or Guidance in a manner contrary to the
instructions given to the Customer by Wessex Technology; or
Customer's use of the Services or Guidance after notice of the alleged or
actual infringement from Wessex Technology or any appropriate authority.
The foregoing and clause 12.4(b) state
the Customer's sole and exclusive rights and remedies, and Wessex Technology's
(including Wessex Technology's employees', agents' and sub-contractors') entire
obligations and liability, for infringement of any patent, copyright, trade
mark, database right or right of confidentiality.
This clause 12 sets
out the entire financial liability of Wessex Technology (including any
liability for the acts or omissions of its employees, agents and
sub-contractors) to the Customer:
under or in connection with this agreement;
respect of any use made by the Customer of the Services and Guidance or any
part of them; and
respect of any representation, statement or tortious act or omission (including
negligence) arising under or in connection with this agreement.
Customer assumes sole responsibility for results obtained from the use of the
Services and the Guidance by the Customer, and for conclusions drawn from such
use. Wessex Technology shall have no liability for any damage caused by errors
or omissions in any information, instructions or scripts provided to Wessex
Technology by the Customer in connection with the Services, or any actions
taken by Wessex Technology at the Customer's direction;
warranties, representations, conditions and all other terms of any kind
whatsoever implied by statute or common law are, to the fullest extent
permitted by applicable law, excluded from this agreement; and
Services and the Guidance are provided to the Customer on an "as is"
death or personal injury caused by Wessex Technology's negligence; or
fraud or fraudulent misrepresentation.
Subject to clause 12.2 and
Technology shall not be liable whether in tort (including for negligence or
breach of statutory duty), contract, misrepresentation, restitution or
otherwise for any loss of profits, loss of business, depletion of goodwill
and/or similar losses or loss or corruption of data or information, or pure
economic loss, or for any special, indirect or consequential loss, costs,
damages, charges or expenses however arising under this agreement; and
This agreement shall, unless otherwise terminated as provided
in this clause 13, commence on the Effective Date and shall continue for the
Initial Subscription Term and, thereafter, this agreement shall be
automatically renewed for successive periods of 12 months (each a Renewal Period),
party notifies the other party of termination, in writing, at least 60 days
before the end of the Initial Subscription Term or any Renewal Period, in which
case this agreement shall terminate upon the expiry of the applicable Initial
Subscription Term or Renewal Period; or
terminated in accordance with the provisions of this agreement;
the Initial Subscription Term together with any subsequent Renewal Periods
shall constitute the Subscription
Without affecting any other right or remedy available to it,
either party may terminate this agreement with immediate effect by giving
written notice to the other party if:
other party fails to pay any amount due under this agreement on the due date
for payment and remains in default not less than 30 days after being notified in
writing to make such payment;
other party commits a material breach of any other term of this agreement which
breach is irremediable or (if such breach is remediable) fails to remedy that
breach within a period of 30 days after being notified in writing to do so;
other party repeatedly breaches any of the terms of this agreement in such a
manner as to reasonably justify the opinion that its conduct is inconsistent
with it having the intention or ability to give effect to the terms of this
other party commences negotiations with all or any class of its creditors with
a view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with its creditors other than for the sole
purpose of a scheme for a solvent amalgamation of that other party with one or
more other companies or the solvent reconstruction of that other party;
petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of that other party other than
for the sole purpose of a scheme for a solvent amalgamation of that other party
with one or more other companies or the solvent reconstruction of that other
application is made to court, or an order is made, for the appointment of an
administrator, or if a notice of intention to appoint an administrator is given
or if an administrator is appointed, over the other party;
holder of a qualifying floating charge over the assets of that other party has
become entitled to appoint or has appointed an administrative receiver;
person becomes entitled to appoint a receiver over the assets of the other
party or a receiver is appointed over the assets of the other party;
event occurs, or proceeding is taken, with respect to the other party in any
jurisdiction to which it is subject that has an effect equivalent or similar to
any of the events mentioned in clause 13.2(d) to clause 13.2(j) (inclusive);
other party suspends or ceases, or threatens to suspend or cease, carrying on
all or a substantial part of its business; or
(m) there is a Change of Control
of the other party.
On termination of this agreement for any reason:
licences granted under this agreement shall immediately terminate and the
Customer’s access to and right to use the Services shall end;
party shall return and make no further use of any equipment, property, Guidance
and other items (and all copies of them) belonging to the other party;
Technology may destroy or otherwise dispose of any of the Customer Data in its
possession unless Wessex Technology receives, no later than ten days after the
effective date of the termination of this agreement, a written request for the
delivery to the Customer of the then most recent back-up of the Customer Data. Wessex
Technology shall use reasonable commercial endeavours to deliver the back-up to
the Customer within 30 days of its receipt of such a written request, provided
that the Customer has, at that time, paid all fees and charges outstanding at
and resulting from termination (whether or not due at the date of termination).
The Customer shall pay all reasonable expenses incurred by Wessex Technology in
returning or disposing of Customer Data; and
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.
Technology shall have no liability to the Customer under this agreement if it
is prevented from or delayed in performing its obligations under this
agreement, or from carrying on its business, by acts, events, omissions or
accidents beyond its reasonable control, including Pandemics, strikes,
lock-outs or other industrial disputes (whether involving the workforce of Wessex
Technology or any other party), failure of a utility service or transport or
telecommunications network, act of God, war, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule, regulation or
direction, accident, breakdown of plant or machinery, fire, flood, storm or
default of suppliers or sub-contractors, provided that the Customer is notified
of such an event and its expected duration.
there is an inconsistency between any of the provisions in the main body of
this agreement and the Schedules, the provisions in the main body of this
agreement shall prevail.
variation of this agreement shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).
failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict the further exercise of that or any
other right or remedy. No single or partial exercise of such right or remedy
shall prevent or restrict the further exercise of that or any other right or
as expressly provided in this agreement, the rights and remedies provided under
this agreement are in addition to, and not exclusive of, any rights or remedies
provided by law.
If any provision (or part of a provision) of this agreement
is found by any court or administrative body of competent jurisdiction to be
invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be
valid, enforceable or legal if some part of it were deleted, the provision
shall apply with whatever modification is necessary to give effect to the
commercial intention of the parties.
This agreement, and any documents referred to in it,
constitute the whole agreement between the parties and supersede any previous
arrangement, understanding or agreement between them relating to the subject
matter they cover.
Each of the parties acknowledges and agrees that in entering
into this agreement it does not rely on any undertaking, promise, assurance,
statement, representation, warranty or understanding (whether in writing or
not) of any person (whether party to this agreement or not) relating to the
subject matter of this agreement, other than as expressly set out in this
Wessex Technology may at any time assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or
obligations under this agreement.
in this agreement is intended to or shall operate to create a partnership
between the parties, or authorise either party to act as agent for the other,
and neither party shall have the authority to act in the name or on behalf of
or otherwise to bind the other in any way (including, but not limited to, the
making of any representation or warranty, the assumption of any obligation or
liability and the exercise of any right or power).
agreement does not confer any rights on any person or party (other than the
parties to this agreement and, where applicable, their successors and permitted
assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under this agreement shall be
in writing and shall be delivered by hand or sent by pre-paid first-class post
or recorded delivery post to the other party at its address set out in this
agreement, or such other address as may have been notified by that party for such
purposes, or sent by fax to the other party's fax number as set out in this
A notice delivered by hand shall be deemed to have been
received when delivered (or if delivery is not in business hours, at 9 am on
the first business day following delivery). A correctly addressed notice sent
by pre-paid first-class post or recorded delivery post shall be deemed to have
been received at the time at which it would have been delivered in the normal
course of post. A notice sent by fax shall be deemed to have been received at
the time of transmission (as shown by the timed printout obtained by the
agreement and any dispute or claim arising out of or in connection with it or
its subject matter or formation (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the law of England and
party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of or in
connection with this agreement or its subject matter or formation (including
non-contractual disputes or claims).
The definitions and rules of interpretation in this clause
apply in this agreement.
Annotation: the application of a Countermark Code to a
Document or product for the purpose of linking the Document or product to
additional data provided by the Service.
Annotation Data: the additional information displayed by
the Services when a User reads a Countermark.
Authorised Issuers: those employees,
agents and independent contractors of the Customer who are authorised by the
Customer to use the Services and the Guidance, as further described in clause 1.2(b).
App, Countermark App: the mobile device App
through which Users may authenticate Documents and/or access a Snippet (as
determined by the Customer).
Business Day: a day other than a
Saturday, Sunday or public holiday in England when banks in London are open for
Change of Control: the beneficial
ownership of more than 50% of the issued share capital of a company or the
legal power to direct or cause the direction of the general management of the
company, and controls, controlled and the expression change of
control shall be construed accordingly.
the process specified by Wessex Technology from time to time whereby the
Customer will be required to prove its identity to Wessex Technology. This may
include supplying company credit card details, providing evidence that a
specific IP address is registered to the Customer or logging on with a passcode
generated by a physical device provided by Wessex Technology.
Confidential Information: information that is
proprietary or confidential and is either clearly labelled as such or identified
as Confidential Information in clause 10.5.
Countermark: a machine- and human
eye-readable alpha-numeric string of 16, 24 or 32 characters displayed in the
Customer Data: the data inputted by
the Customer or its Issuers for the purpose of using the Services, including Snippets.
Countermark Font: the font developed by Wessex
Technology which is the subject of Registered Design.
Countermark Trade Mark: European Union trade mark No. 010206092
for the word “Countermark” in classes 9, 16, 35 and 42
Document: a Document prepared
by, compiled by or otherwise lawfully in the possession of the Customer
Document Allowance: the subscription
purchased by the Customer pursuant to clause 8.1, if specified in the
Schedule, which entitles Issuers to access and use the Services and the
Guidance in accordance with this agreement for a specific number of Documents.
Effective Date: the date of this
Guidance: the guidance and notes
made available to the Customer by Wessex Technology online via the Website
which sets out a description of the Services and the user instructions for the
Initial Subscription Term: the initial term of
this agreement as set out in the Schedule.
patents, utility models, rights to inventions, copyright and neighbouring and
related rights, moral rights, trademarks and service marks, business names and
domain names, rights in get-up, goodwill and the right to sue for passing off
or unfair competition, rights in designs, rights in computer software, database
rights, rights to use, and protect the confidentiality of, confidential
information (including know-how and trade secrets) and all other intellectual
property rights, in each case whether registered or unregistered and including
all applications and rights to apply for and be granted, renewals or extensions
of, and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or
in the future in any part of the world.
Issuers: those employees,
agents and independent contractors of the Customer who are authorised by the
Customer to use the Services and the Guidance, as further described in clause 1.2(b).
Issuer Subscriptions: the Issuer
subscriptions purchased by the Customer pursuant to clause 8.1, if specified in the
Schedule, which entitle Issuers to access and use the Services and the Guidance
in accordance with this agreement.
Normal Business Hours: 9.00 am to 4.00 pm
local UK time, each Business Day.
Redacted Data: that part of a Document, as selected by an
Issuer, which is to be replaced with a Countermark and thereafter stored
securely by Wessex Technology for later access by Users.
Redaction: the substitution of Redacted Data by a
Countermark Code in a Document.
Renewal Period: the period described
in clause 13.1.
Snippet: Annotation Data,
Redacted Data or Validation Data, depending on the Countermark.
Services: the subscription
services provided by Wessex Technology to the Customer under this agreement via
the Website, as more particularly described in the Guidance.
Service Use: the maximum numbers of
Countermark Codes and/or Snippets which the Customer is entitled to generate by
using the Services in any particular reference period as set out in the
Software: the online software
applications and the Countermark App provided by Wessex Technology as part of
Specification: the technical and operational parameters
of the Services as published on the Website from time to time
Subscription Fees: the subscription fees
payable by the Customer to Wessex Technology for the Issuer Subscriptions or
the Document Allowance, as applies at the time.
Subscription Term: has the meaning given
in clause 13.1 (being the Initial
Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: Wessex Technology's
policy for providing support in relation to the Services as made available at the
Tracking: the application of a Countermark Code to a
Document for the purpose of uniquely identifying that Document and enabling the
Customer to track the Document’s distribution and use by Users.
User: person who uses a
mobile device to read a Countermark. Users may be a member of the general
public or a member of a limited Group of Users, as determined by the Issuer.
Validation: the application of a Countermark Code to a
Document for the purpose of uniquely identifying that Document and confirming
its authenticity and integrity by Users.
Validation Data: the information displayed by the Services
to confirm the authenticity and integrity of a Document.
Virus: any thing or device
(including any software, code, file or programme) which may: prevent, impair or
otherwise adversely affect the operation of any computer software, hardware or
network, any telecommunications service, equipment or network or any other
service or device; prevent, impair or otherwise adversely affect access to or
the operation of any programme or data, including the reliability of any
programme or data (whether by re-arranging, altering or erasing the programme or
data in whole or part or otherwise); or adversely affect the user experience,
including worms, trojan horses, viruses and other similar things or devices.
www.countermark.com or such other website
address as may be notified to the Customer from time to time.
Clause, schedule and paragraph headings shall not affect the
interpretation of this agreement.
A person includes an individual, corporate or unincorporated
body (whether or not having separate legal personality) and that person's legal
and personal representatives, successors or permitted assigns.
A reference to a company shall include any company,
corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular
shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one
gender shall include a reference to the other genders.
The word “including” means “including without limitation”.
A reference to a statute or statutory provision is a
reference to it as it is in force as at the date of this agreement.
A reference to a statute or statutory provision shall include
all subordinate legislation made as at the date of this agreement under that
statute or statutory provision.
reference to writing or written includes communications through the Website but
to clauses and schedules are to the clauses and schedules of this agreement;
references to paragraphs are to paragraphs of the relevant schedule to this