Terms and Conditions
Charity Financials Subscription Terms and Conditions
Please read all of following terms and conditions which extend onto subsequent pages. These are the Terms and Conditions upon which we provide access to Charity Financials the "Website(s)", produced by MiExact Ltd (MiExact), a Wilmington PLC company.
This is a legal agreement (the "Agreement") between MiExact and you (the "Licensee"). The specific service(s) MiExact will provide for the Licensee are set forth in the Order Form (the "Order") which together with these terms form the Agreement.
By accessing the Website(s), you agree to these terms and conditions. If you do not agree to these terms and conditions, you should not use the Website(s). If you have any questions please contact firstname.lastname@example.org. We recommend that you print a copy of these terms and conditions for your records. From time to time MiExact may modify the terms and conditions. Accordingly, please continue to review the terms and conditions whenever accessing or using the Website(s). You acknowledge that your continuous use means you accept the revised terms and conditions.
MiExact hereby grants the Licensee a limited, non-exclusive, non-transferable license (the "License") to allow its users to access the Website(s). You may only use the Website(s) in accordance with the terms outlined below.
1.Use of the Website
1.1 Licensees may use the Website(s) for the purposes of research, strategic planning, business development and downloads of records for use in targeted promotional campaigns as specified within the Order. For the avoidance of doubt this right is limited to users on a non-systematic basis and shall not entitle Licensees to develop an archive of data or a database. Where extracts of data or information are quoted or used to create supporting graphs or tables for internal or external use the Licensee agrees to name the Website(s) as the source. Under no circumstances can any of the Website(s) content be resold or integrated with any of the Licensee’s product offering.
1.2 MiExact will allocate the Licensee with an agreed number of usernames and passwords, as specified in the Order, for use by the named company and named individuals only. It is the responsibility of the Licensee to inform MiExact of any changes to the contact details of the named users and/or the Licensee contact during the term of this Agreement.
1.3 All data, individual articles, reports and other elements making up the Website(s) may be copyright works or protected by database rights. The Licensee agrees to abide by all additional copyright and database right notices or restrictions contained on the Website(s) and particular attention is drawn to the Wilmington Group Legal Copyright Notice which can be found here http://www.wilmington.co.uk/legal-copyright-notice .
1.4 MiExact uses all reasonable endeavours to ensure the security of the systems on which the personal data is stored and may be processed. Licensees who are issued a username and password have responsibility to ensure that these details are kept confidential and are not used by any unauthorised third party.
1.5 Licensees are not permitted to share the user License or any of the Website(s) contents with any other division of the company, its subsidiaries, related companies or other separate entities or individuals without purchasing further licenses at the standard rates.
1.6 The Licensee agrees to ensure that all users of the Website(s) are aware of the terms of this Agreement and to notify MiExact in writing promptly upon becoming aware of any unauthorised access to or use of the Website(s) by any party.
1.7 MiExact may cancel or suspend access to the Website(s) without notice if it suspects that licences are being shared and reserves the right to invoice the Licensee for additional licences in this event.
1.8 MiExact may have to suspend the Website from time to time to carry out maintenance and to make upgrades. MiExact will wherever possible give Licensees reasonable notice of such times in order to minimise disruption.
1.9 The Website(s) are intended for individual use, and the use of automated software or programs (colloquially referred to as 'web crawlers' or 'robots') to access the Website(s) and download large amounts of data is expressly prohibited. The Licensee acknowledges this as a condition of access, and undertakes not to employ such technology to access the Website(s). Use of such software constitutes grounds for MiExact to deny access to the Website(s).
2. Website data and content
2.1 MiExact reserves the right to monitor Licensee’s usage of the Website(s) during the term of this Agreement. A small number of dummy names and addresses may be included within the Website(s) data and content to assist MiExact to monitor such usage.
2.2 Whilst every effort is made by MiExact to supply accurate information, we cannot guarantee the accuracy of the Website(s) data and content nor accept any liability for consequential loss in the event of any inaccuracy.
2.3 MiExact will wherever possible, assist the Licensee to ensure that the data can be used in any ways that are appropriate. Any additional work by MiExact to adapt the information to special requirements may incur additional charges.
2.4 All data received by the Licensee under this License Agreement should be checked carefully before it is used to ensure that it is as requested
2.5 Under the telecommunications regulations 1998 there are rules relating to the use of telemarketing. Our lists are checked against CTPS, TPS and FPS lists but our clients are still by law, responsible for their own use of phone numbers supplied.
2.6 The parties acknowledge that the Licensee shall be a data controller with respect to the processing of email addresses provided by the Licensor under this Agreement. The Licensor does not provide consent for third party marketing for the personal data within the product. The Licensee shall comply with GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003 in each case as amended, consolidated, repealed and/or re-enacted from time to time.
2.7 Without limitation to the generality of 2.6 above, the Licensee shall provide the following information in each email sent to an email address provided by MiExact to the Licensee:
a. the full name of the Licensee;
b. contact details of the Licensee including, but not limited to, a valid address; and
c. a clear mechanism by which the target of the unsolicited marketing emails may opt-out of receiving further emails from the Licensee at no cost.
2.8 The Licensee shall honour any opt-out requests pursuant to 2.7(c) above or otherwise and thereafter shall no longer send unsolicited marketing emails to such email addresses.
2.9 The Licensee shall indemnify MiExact against all liabilities, costs, expenses, damages and losses (including any reasonable legal fees and expenses) suffered or incurred by the Licensor arising out of or in connection with the Licensee’s breach of its obligations in clauses 2.6, 2.7 and 2.8 above.
3. Intellectual Property and Database Rights
3.1 All rights to the data and content within the Website(s) remain with MiExact.
3.2 Other than as expressly granted under this Agreement, the Licensee shall ensure that its users do not copy, reproduce, recompile, decompile, disassemble, reverse-engineer, distribute, publish, display, perform, modify, upload to create derivative works form, transmit, communicate or in any other way exploit any part of the Website(s) and or its content.
3.3 MiExact reserves complete editorial freedom in the form and content of the Website(s) and may add to, remove, change or edit content at any time and at its sole discretion, with or without notice.
3.4 Nothing in the Agreement shall constitute a sale of the Website(s) content or data and except as expressly provided in the Agreement no rights, licenses, express or implied, are granted to the Licensee or its users in respect of the Website(s) content and data. MiExact is throughout the world the owner of all Intellectual Property and Database rights subsisting in the Website(s) content and data. Nothing herein contained shall be construed so as to transfer any Intellectual Property or database rights whatsoever to the Licensee or its users.
4. Use of Website(s) name, Trademarks and Logos
4.1 The Licensee shall not use the name, trademarks or logos of the Website(s) in promotional materials, publicity materials, advertising or any other similar publications or communications, whether written or oral, without the prior permission of MiExact
5.1 The material and information published on the Website(s), and on all other websites of MiExact are provided on an "as is" basis without warranty of any kind, either expressed or implied. MiExact does not guarantee the accuracy or integrity of the material or information nor its suitability for any particular purpose. To the extent permitted by law, MiExact excludes any liability whether in contract, tort (negligence) or otherwise for any incorrect or misleading information on the Website(s).
5.2 Errors can occur and MiExact offers no assurance that they will be corrected. No liability will be accepted in respect of service interruptions, nor in the event of any Viruses, Worms, Trojan Horses and other harmful components being present in or transmitted by Wilmington Group systems and networks.
5.3 MiExact does not accept any liability for any loss of data or software, revenue, business, profits cost or expense, or any direct, indirect, incidental or consequential loss or damage arising out of or in connection with the use of, or the lack of availability of the Website(s) or their content and/or in connection with any permission, right or license to use the material.
5.4 It is the Licensee’s responsibility to assess the value of the information and material on the Website(s) in the light of your own business and personal circumstances. Website(s) content remains journalistic opinion and does not constitute legal, financial or professional advice, and may not represent the views of Wilmington Group, its directors, employees or agents. Wilmington Group attributes any non-Wilmington Group material in good faith; however, it is your responsibility to check the attribution and rights in respect of MiExact and non-Wilmington Group material and obtain any necessary rights in respect of reproduction of any non-Wilmington Group material.
5.5 Subject to Clause 5.6, in the event that the MiExact is held liable, the total liability of MiExact (whether in contract, tort, negligence or otherwise) in respect of any loss or damage arising out of or in connection with the Website(s) shall be limited to £1000 for any one incident or series of incidents. This clause does not affect your statutory rights as a consumer. This section survives termination of this Agreement for any reason.
5.6 Nothing in this clause 5 shall exclude MiExact's liability to you for fraudulent misrepresentation by MiExact or the death or personal injury resulting from its negligence or that of its employees.
6. Term and Termination
6.1 Each License is purchased for a period of 12 months or an agreed lifespan as detailed on the Order. On completion of the initial and subsequent 12 months subscription periods, the License will be renewed for a further period of twelve months at the then current subscription price. MiExact will give the Licensee notification of the impending renewal by email to the Licensee contact at least 30 days prior to the renewal date. The Licensee may cancel its License prior to the renewal date however will not be eligible for a full or part refund
6.2 Upon termination or expiry of this Agreement the Licensee’s rights to access the Website(s) shall immediately cease. The Licensee must delete all copies of the Website(s) content and data or any files downloaded during the license term. It is the Licensee’s responsibility to ensure that any data extracted from the Website(s) during the License term is able to be removed from their information systems.
6.3 MiExact reserves the right to audit the Licensee’s databases and information systems after the expiry of this Agreement in the event that they have reason to suspect that the client has not complied with clause 6.2.
6.4 If any data extracted from the Website(s) during the License term exceeds that specified in the Order or is used outside of the License term then MiExact will invoice the Licensee for a further amount equal to the total order value of the original purchase amount to rectify this breach.
7. Payments and Cancellations
7.1 If you have opted to pay by direct debit and therefore agree to pay instalments as set out in your payment plan on the agreed dates, you are contractually obliged to pay for the minimum period and any default of an instalment will result will the full balance of the minimum period being due immediately. You will be given the direct debit instruction at the time of booking which needs to be returned within 14 days. If the form is not received within the specified time the full balance will be due immediately.
7.2 Our terms of payment are: STRICTLY 30 DAYS NET - Interest is payable at a rate of 8% per annum above the Bank of England base rate together with compensation for debt recovery cost pursuant to the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by The Late Payment of Commercial Debts Regulations 2002, on all invoices not paid within these terms.
7.3 All payments sent must be accompanied by a remittance advice or documentation quoting the account and invoice number to which the payment relates. Where payment is received without identification or is deemed a duplicate/overpayment said funds will be held on account for a period of 12 months only.
7.4 Credit notes issued will remain valid for 12 months from the date of issue but if not used during this period will thereafter cease to have any value.
8.1 The Licensee agrees that the Website(s) supplied by MiExact is confidential and is supplied for the Licensee’s own internal business use only. The parties to the Agreement and any authorized third parties shall maintain as confidential the terms of the Agreement, including but not limited to, the Website(s) described, the fees charged by MiExact to the Licensee and any usernames or passwords issued to the Licensee under the Agreement. MiExact will not disclose to any third party the fact that the Licensee is a subscriber to the Website(s), or any details concerning the service supplied, without the prior written agreement of the Licensee.
9. General Provisions
9.1 No waiver by MiExact of any breach of any obligation arising under this Agreement shall constitute a waiver of any other breach and no failure to exercise or partial exercise by MiExact of any remedy shall constitute a waiver of the right subsequently to exercise that or any other remedy.
9.2 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid unlawful or unenforceable for any reason then such part will be severed from the remainder of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.
9.3 This Agreement in conjunction with the Order constitutes the entire Agreement between MiExact and you. All prior Agreements understandings and negotiations and representations (save for fraudulent misrepresentation) whether oral or in writing are cancelled in their entirety. The terms of any other electronic communications will not form part of this Agreement.
9.4 This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.
9.5 MiExact may at any time assign all or part of its rights and benefits under this Agreement to any other party.
10. Wilmington plc– Statement on Bribery and Corruption
Bribery involves offering, promising or giving an advantage, (financial or other), to an individual in order to induce that individual to perform an improper action. It also involves the demanding of such an inducement. Wilmington plc ("the Company") is committed to conducting all of its business in an honest and ethical manner. It adopts an unequivocal zero-tolerance approach to bribery and corruption in any form, and is committed to acting transparently, professionally, fairly and with integrity in all business dealings and relationships, wherever it operates. The Company will not permit any employee, or anyone acting on its behalf, to give, accept, offer, solicit, or promise a bribe or solicitation payment, regardless of the amount involved. This includes any kind of facilitation (or "kickback") payment. It will also not work with any third party organisation that does so. Further information is contained in the Company’s ABC Policy, which has been provided to you. If for any reason you have not received this document, please contact the Company as soon as possible. Whilst working with or on behalf of the Company, you are required to comply with the Policy at all times.
This clause sets out the responsibilities of MiExact Ltd (MiExact) and the Customer in relation to the General Data Protection Regulation and any other applicable data protection law (Data Protection Law). Any terms or words defined in Data Protection Law and used in this clause relating to personal data shall have the meaning set out in Data Protection Law. Where MIEXACT processes any personal data in relation to services or products covered by these Terms and Conditions, it does so as a data controller on its own behalf (including in order to comply with its obligations and exercise its rights under this agreement), and shall comply with Data Protection Law in respect of such processing. Where the Customer provides any personal data in relation to this agreement, it warrants that it does so in compliance with Data Protection Law and that MIEXACT may, under Data Protection Law, process such data as required or anticipated by this agreement, and the Customer shall be responsible for any costs, losses or expenses MIEXACT incurs or suffers as a result of breach of such warranty. By booking a delegate place at a MIEXACT event and providing contact details, or other personal data in relation to attendees at a sponsored event, you authorise MIEXACT to share this information with sponsors and other commercial partners involved in the event, in order for them to operate the event, send direct marketing to those attendees, and as otherwise required by them. These organisations are acting as data controllers in their own right, and you should refer to their own privacy policies if you have any questions or concerns over their use of such information. MIEXACT is not responsible for, and shall not be liable in any way in respect of, such third parties’ use of personal data. Please e-mail email@example.com if you do not wish to receive information from our commercial partners.
Date Published: 18 March 2022
© MiExact Limited
MiExact Ltd, part of Wilmington Group plc is registered in England and has its Head Office at 5th Floor, 10 Whitechapel High Street, London E1 8QS.