Legal

Website Privacy Policy

1.Information About Us

Our site is owned and operated by GloverSure Limited, a limited company registered in England under company number ’5178852’, whose registered address is ’Home Farm, Sarnau, Llanymynech, Powys, SY22 6QP’ and whose main trading address is ’Severn Business Centre, 15, Severn Farm Enterprise Park, Welshpool, Powys, SY21 7DF’.

Our VAT number is ’869 6430 76’.

Our Data Protection Officer is ’Mr Richard Glover-Davies’, who can be contacted via our contact form, by telephone on ’+44 (0)1938 530 260’, or by post at ’Severn Business Centre, 15, Severn Farm Enterprise Park, Welshpool, Powys, SY21 7DF’.

2. What does this policy cover?

This Privacy Policy applies to how we use your Personal Data through your use of our website. Our site may contain links to other websites. Please note that we have no control over how your data is collected, stored or used by other websites and we advise you to check the privacy policies of any such websites before providing any data to them.

3. What are Your Rights?

Under data protection laws, you have rights in relation to your Personal Data that include:

The right to be informed about our collection and use of your Personal Data.
The right to information about the Personal Data we hold about you.
The right to rectification of any inaccuracies in the Personal Data we hold about you.
The right to request we delete all Personal Data we hold about you (except where we are legally obliged to retain it). Upon this request, you will be ‘Forgotten’
The right for you to object to us using your Personal Data for particular purposes.
The right to restrict (i.e. prevent) the processing of your Personal Data.
The right to data portability (obtaining a copy of your Personal Data to re-use with another service or organisation).
Rights with respect to automated decision making and profiling.

Please note that we may ask you to verify your identity before responding to such requests.

You can see more about these rights at: https://ico.org.uk/for-organisations/guide-to-the-general-data-protection-regulation-gdpr/individual-rights/

If you wish to exercise any of the rights set out above, please email us at ’[email protected]’.

4. What Data Do We Collect?

We consider any information that can be used to directly or indirectly identify you to be Personal Data, including without limitation, Personal Data that is accessed, collected, maintained, transmitted and/or used by GloverSure Ltd in the normal course of our business and is subject to the provisions of this Privacy Policy and applicable law.

We collect and log your IP address, the time and duration of your visit, the time and duration of the pages on our website that you view and information about your computer system, such as your browser type and operating system.

We collect anonymous usage information on visitors to our website through the use of Google Analytics. Google Analytics employ tracking cookies to gather anonymous browser, operating system, geographic and website navigation information.

Personal information is not collected as part of your web visit but may be tied to other information which we do collect from you. We collect the following pieces of information upon request:

First name and last name
Company name
Email address
Phone number

Legal

All Personal Data is processed and stored securely for no longer than is necessary in light of the reason(s) for which it was first collected. We will comply with our obligations and safeguard your rights under the General Data Protection Regulation (’GDPR’) at all times.

Our use of your Personal Data will always have a lawful basis, either because it is necessary for our performance of a contract with you, because you have consented to our use of your Personal Data (e.g. by subscribing to emails), or because it is in our legitimate interests. Specifically, we may use your data for the following purposes:

Provide, operate and maintain our services.
Improve, personalise and expand our services.
Understand and analyse how you use our services.
Changes to terms and conditions and other legal and compliance purposes (for when we need to change this document).
Updates to our products and service offerings (e.g. now offering marketing, now not offering java development).
Gathering feedback (e.g. a review or feedback request).

With your permission and/or where permitted by law, we may also use your data for marketing purposes which may include contacting you by email, telephone, text message and post with information, news and offers on our products and services. We will not, however, send you any unsolicited marketing or spam and will take all reasonable steps to ensure that we fully protect your rights and comply with our obligations under the GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003.

6. Data Retention

We retain personal information we collect from you where we have an ongoing legitimate business need to do so, for example, to provide you with a service you have requested or to comply with applicable legal, tax, or accounting requirements.

When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymise it or, if this is not possible, for example, because your personal information has been stored in backup archives, then we will securely store your personal information and isolate it from any further processing until deletion is possible.

7. The steps we take to ensure security of your data

GloverSure Ltd is committed to protecting your information. To do so, we employ a variety of security technologies and measures designed to protect information from unauthorised access, use or disclosure. The measures we use are designed to provide a level of security appropriate to the risk of processing your personal information. However, please bear in mind that the Internet cannot be guaranteed to be 100% secure.

8. How Can I Access My Personal Data?

If you want to know what Personal Data we have about you, you can ask us for details of that Personal Data and for a copy of it (where any such Personal Data is held). This is known as a ’subject access request’.

All subject access requests should be made in writing and sent to the email or postal addresses shown in Part 1.

There is not normally any charge for a subject access request. If your request is ‘manifestly unfounded or excessive’ (for example, if you make repetitive requests) a fee may be charged to cover our administrative costs in responding.

We will respond to your subject access request within 14 days and, in any case, not more than one month of receiving it. Normally, we aim to provide a complete response, including a copy of your Personal Data within that time. In some cases, however, particularly if your request is more complex, more time may be required up to a maximum of three months from the date we receive your request. You will be kept fully informed of our progress.

9. Do we share your data?

We may employ third party companies and individuals to facilitate our website, to provide the service on our behalf, to perform website related services or to assist us in analysing how our website is used.

We compile statistics about the use of our website including data on traffic, usage patterns and other information. This data is anonymised and does not include personally identifiable data. We may share this derived information with affiliates.

We may be required to share data with law enforcement.

9.1. Google Analytics

This website uses Google Analytics to monitor and analyse the use of our website.

Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our website. This data may be shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network.

For more information on the privacy practices of Google, please visit their Privacy & Terms web page at: https://policies.google.com/privacy

9.2. Cloudflare

This website uses Cloudflare to provide DNS and various security and optmisation related services for our website.

The data collected by Cloudflare is used to help protect the website from attacks and increase its speed.

For more information on the privacy practices of Cloudflare, please visit their GDPR pages at: https://www.cloudflare.com/gdpr/introduction/ and privacy policy at: https://www.cloudflare.com/privacypolicy/

10. Changes to this Privacy Policy

This Privacy Policy may be modified from time to time. Any change will be communicated to you via your typical communication channel(s) such as email, post, phone with reference to this policy. Only this page is to be deemed as the current and in-use version of this document.

11. What Happens If our Business Changes Hands?

We may, from time to time, expand or reduce our business and this may involve the sale and/or the transfer of control of all or part of our business. Any Personal Data that you have provided will, where it is relevant to any part of our business that is being transferred, be transferred along with that part and the new owner or newly controlling party will, under the terms of this Privacy Policy, be permitted to use that data only for the same purposes for which it was originally collected by us.

In the event that any of your data is to be transferred in such a manner, you will be contacted in advance and informed of the changes. When contacted you will be given the choice to have your data deleted or withheld from the new owner or controller.

12. Children’s Privacy

It is not our policy to deal with individuals under 18 years of age. We do not knowingly collect personally identifiable information of Children under the age of 18. If you are a parent or guardian and you believe that your Child/Children may have provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from Children without verfication of parental consent, we will take appropriate steps to remove that information from our records.

13. Contact Us

If you have any questions or concerns about this Privacy Policy, please feel free to email us at ‘[email protected]’

Customer Terms & Conditions

The Agreement

Parties

1) GLOVERSURE LIMITED incorporated and registered in England and Wales with company number [05178852] whose registered office is at Severn Business Centre, 15, Severn Farm Enterprise Park, Welshpool, Powys. SY21 7DF (Gloversure).

2) Company name incorporated and registered in England and Wales with company number whose registered office is at registered address (Customer).

Background

The parties have agreed that Gloversure shall provide the Customer with design and development and related services on the terms and conditions set out in this agreement.

Agreed Terms

1. Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.

1.1 Definitions

Acceptance: the acceptance or deemed acceptance of the Site by the Customer pursuant to clause 4.

Business Day: a day other than a Saturday or Sunday or public holiday in England when banks in London are open for business.

Charges: the Development Charges and/or the Hosting Charges

Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:

(a) identified as confidential at the time of disclosure; or

(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

Development Charges: charges in respect of the Development Services set out in Schedule 2.

Development Services: the design and development services (if any) to be provided pursuant to this agreement as set out in Schedule 1.

Effective Date: the date inserted at the head of this agreement.

Hosting Charges: charges in respect of the Hosting Services set out in Schedule 2,.

Hosting Services: the hosting and related services (if any) to be provided pursuant to this agreement as set out in Schedule 3

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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.

Materials: the content provided to Gloversure by the Customer from time to time for incorporation in the Site.

Non-Supplier Defects: those defects described in clause 4.3.

Open-Source Software: any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org), or anything similar, included or used in, or in the development of, the Application (Current), or with which the Supplier Software is compiled or to which it is linked.

Services: the Development Services and/or the Hosting Services

Site: the website/portal/application/development/branding/marketing or any other carried out by Gloversure.

Site Software: the software for the Site commissioned by the Customer as specified in Schedule 1.

Site Specification: the specification for the Site set out in Schedule 1.

Third Party Products: those third party software products if any set out in Schedule 1.

Visitor: a visitor to the Site.

1.2 Clause and Schedule headings do not affect the interpretation of this agreement.

1.3 References to clauses and Schedules are (unless otherwise provided) references to the clauses and Schedules of this agreement.

1.4 In the event and to the extent only of any conflict between the clauses and the Schedules, the clauses shall prevail.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.6 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.

1.7 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.

1.8 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.9 References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a Visitor to that website.

1.10 Writing or written includes fax and email.

2. Scope of the Project and Timetable

2.1 In consideration of the payment of the Development Charges by the Customer, Gloversure shall provide the Development Services in accordance with the Site Specification including:

(a) developing and delivering the Site;

(b) designing such aspects of the site and branding as it has agreed to provide in the Site Specification;

2.2 In consideration of the payment of the Hosting Charges by the Customer, Gloversure shall provide the Hosting Services in accordance with Schedule 4

2.3 Gloversure shall use reasonable endeavours to meet any performance dates specified in Site Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. In particular Gloversure shall not be liable for any delay caused or arising out of the Customer failing to comply with their obligations in this agreement.
2.4 Gloversure shall keep the Customer informed of progress in the performance of the Services and of any issue that may affect the estimated timetable of the Services

3. Customer Responsibilities

3.1 The Customer acknowledges that Gloversure's ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any designs to be provided by the Customer (and which form part of the Site Specification) and any information and data the Customer provides to Gloversure. Accordingly, the Customer shall:

(a) provide Gloversure with access to, and use of, all information, data and documentation reasonably required by Gloversure for the performance by Gloversure of its obligations under this agreement;

(b) provide all Materials and Site content copy and images within 10 Business Days of Gloversure’s request;

(where the Site is to be installed on a third-party server) provide Gloversure with secure read /write access to the Customer's storage directories.

(e) provide the Materials as and when required in a format specified by Gloversure. Unless otherwise specified in the Site Specification, this shall be in electronic format ensuring that all digital assets will be provided electronically in format which is satisfactory. Although every reasonable attempt shall be made by Gloversure to return to the Customer any images or printed material provided for use in creation of the Customer's Web site / mobile app, such return cannot be guaranteed.

3.2 The Customer shall be responsible for the accuracy and completeness of the Materials on the Site in accordance with clause 10.

4. Development and Acceptance of Project

4.1 Once Gloversure has completed the design and development of the Site and the Development Services in accordance with the Site Specification it shall notify the Customer that it regards the Site as complete.

4.2 For work that is not estimate based, if the product fails to operate substantially in accordance the specification due to an error or defect caused by an act or omission of Gloversure in breach of its obligations in this agreement, the Customer shall, within 5 Business Days from receipt of the notice in clause 4.1, provide written notice to Gloversure stating that there has been no Acceptance of the product and giving details of such failure(s). Gloversure shall remedy such error or defects and deficiencies as soon as reasonably practicable and the procedure in this clause 4 shall be repeated within a reasonable time.

4.3 Approval or acceptance is required before anything is made live. The Customer is not entitled to delay the acceptance of the Site or assert any rights or remedies against Gloversure for defects resulting from the Customer's actions, the actions of the Customer's subcontractors or agents not under Gloversure's responsibility, or defects caused by the Materials (Non-Supplier Defect). The Site will be deemed accepted even if there are Non-Supplier Defects. You are reminded as the customer that it is your responsibility to fully test the site before going live.

4.4 Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:

(a) the Customer uses any part of the Site so as to be accessible to a Visitor or to provide services to third parties other than for test purposes; or

(b) 5 Business Days from the date of receipt of the notice in clause 4.1 by the Customer.

5. Third Party Products

5.1 Any Third Party Products shall be supplied in accordance with the relevant licensor's standard terms.. Those that are subscription based will need to be paid in accordance with the providers payment schedule.

5.2 Gloversure shall subject to receipt of advance payment from the Customer make all reasonable efforts to purchase any domain names listed in Schedule 1 on behalf of the Customer.

5.3 Payment for the purchase and first registration of any domain names is the responsibility of the Customer who shall pay such sums to Gloversure in advance on receipt of an invoice from Gloversure.

5.4 Gloversure shall have no liability to the Customer for the unavailability, loss, cancellation or other termination of the domain registration brought about by non or late payment by the Customer and the Customer is solely responsible for all renewals of such registration.

6. Charges and Payment

6.1 Where the Development Charges are referred to as a ‘Quotation’ in Schedule 2
Charges for services to be provided by Gloversure Ltd are defined in the project estimate that the Customer receives via e-mail.

Gloversure shall issue a VAT invoice:

(a) All services require an advance non-refundable deposit payment of a minimum of forty (40) percent of the project estimate total before the work is started.
(b) for the remainder of the Charges including any additional costs will need to be paid prior to completion of the deliverables.

and the Customer shall pay such invoices together with any VAT due within 7 days of the date of the invoice prior to the project launch.

6.2 Where the Charges are referred to as being on a ‘Time and Materials or estimate’ basis in Schedule 2 Gloversure may issue a VAT invoice:
(a) within 5 working days of the Effective Date and prior to undertaking any work on the Site issue an invoice for the Payment on Account specified in the Development Charges; and

(b) thereafter a monthly VAT invoice in respect of the Charges and the Customer shall pay Gloversure the Charges set out in such Supplier's invoice together with any VAT due within 7 days of the date of Gloversure's invoice.

6.3 Unless any of the following works are specifically detailed in the Quotation set out in Schedule 2 Gloversure shall invoice the Customer for time and material costs on a Time and Materials basis at the rates set out in Schedule 2 for any work required or undertaken in respect of:

(a) Changes to the Specification requested by the Customer;

(b) Changes to the Specification required as a result of the Customer failing to provide instructions to Gloversure or populate any website within a reasonable time;

(c) Changes to the Specification reasonably required as a result of any change in hardware or software after the date of this contract;

(d) Installing and overseeing bug and virus fixes and customer patches;

(e) Defects or issues that arise in the functionality or operation of the Development Services or Hosting Services as a result of Open-Source Software , Non-Supplier Defects, the Customer’s change of hardware or software after the date of this contract (except where such changes are anticipated in the Specification), the Customers failure to maintain and update proper security, firewalls and anti-virus software, developments in hardware and software operating systems beyond the control of Gloversure.

6.4 The Customer shall pay the Hosting Charges (where Hosting Services have been provided) In the case of Hosting, Gloversure does not take any responsibility for any costs incurred when a development is down due to security updates and maintenance. Furthermore, if a development experiences a level of traffic that is above and beyond what is forecasted Gloversure does not take responsibility and liability for costs incurred due to any downtime.

If you exceed your storage quota then an additional charge per 5GB of £35+VAT per additional 5GB will automatically be incurred for the excess storage used. This charge is subject to change.

6.5 All Charges are exclusive of VAT. Ongoing or additional work outside of the proposal will be charged at Gloversure’s hourly rate for the exact time taken. Estimates can be provided beforehand. Ongoing or additional work will be invoiced regularly for work done to date. Due to the custom nature of our work, we cannot provide estimates for some work, for example investigation, or bug tasks, which will be charged for the exact time taken at our hourly rate.

6.6 If the Customer fails to make any payment due to Gloversure under clauses 6.1(a), 6.2(a) or 6.3 of this agreement by the due date for payment, then, Gloversure shall not be required to commence any Services nor shall Gloversure be liable to the Customer for any delay in providing the Services resulting from such non payment.

6.7 If the Customer fails to make any payment due to Gloversure when such payment is due then, without limiting Gloversure's remedies under clause 11,

(a) the Customer shall pay the greater of:
(i) an administration charge of £25 per month; or
(ii)interest on the overdue amount at the rate of 1.5% per month.

Such interest or administration charge shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest together with the overdue amount.

(b) Gloversure shall be entitled to immediately suspend the performance of its obligations under this Contract until such payment is made;

(c) Gloversure may remove any information or files held for or pertaining to the Customer from Gloversure’s web space it being expressly agreed that in doing so Gloversure shall not be bound to back up or copy such data or files and shall not be liable to the Customer or any third party for any loss of such data;

(d) The Customer shall pay an Administration charge of £25 for any cheque the Customer tenders in payment but which the Customer’s bank refuses to honour; and

(e) the Customer shall indemnify Gloversure from and against all reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Gloversure in respect of the Customers failure to pay the Charges when due.

7. Warranties

7.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.

7.2 Gloversure shall perform the Services with reasonable care and skill.

7.3 Gloversure warrants that the Site will perform substantially in accordance with the Site Specification for a period of one month from Acceptance. If the Site does not perform, Gloversure shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.

7.4 The warranty set out in clause 7.3 shall not apply

(a) to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by the Materials, Open-Source Software, Non-Supplier Defects, the Customer’s change of hardware or software after the date of this contract (except where such changes are anticipated in the Specification), the Customers failure to maintain and update proper security, firewalls and anti-virus software, developments in hardware and software operating systems beyond the control of Gloversure;

(b) where the Customer or a third party makes any additions modifications deletions or other alterations to the Site; and
(c) where the Development Services or Hosting Services relate to a Site where the software or codes for such Site were not created by Gloversure or the Site was in existence prior to the date of this contract.

(d) When work is done on a time and materials/estimate basis

7.5 Any modifications additions or deletions to the Site or any unauthorised use or improper installation of the Site by, or on behalf of, the Customer shall render all the Gloversure warranties and obligations under this agreement null and void

7.6 This agreement sets out the full extent of Gloversure's obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

8. Limitation of Remedies and Liability

8.1 Nothing in this agreement shall operate to exclude or limit Gloversure's liability for:

(a) death or personal injury caused by its negligence; or

(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any other liability which cannot be excluded or limited under applicable law.

8.2 Gloversure shall not be liable to the Customer for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

8.3 Subject to clause 8.1, Gloversure's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 25% of the total Charges payable by the Customer to Gloversure under this agreement in that calendar year.

8.4 Subject to clause 15 Gloversure shall not be bound to back up or copy any Materials such data or files and shall not be liable to the Customer or any third party for any loss of such data.

9. Intellectual Property Rights

9.1 All Intellectual Property Rights in any works arising in connection with the performance of the Services by Gloversure (including in the content of the Site and the Site Software), s, shall be the property of the Customer, and the Customer hereby grants Gloversure a non-exclusive royalty free licence of such Intellectual Property Rights (excluding the Customer’s Materials) for any purpose including the development and operation of sites for other customers using the same or adapted codinge PROVIDED THAT:

(a) this clause shall not entitle the Customer to take any step or action in respect of the logo branding or trademark of Gloversure and Gloversure shall be entitled to have such logo branding or trademark removed immediately upon notice to the Customer; and

(b) It is expressly agreed that the Intellectual Property Rights do not include the Open-Source Software.

9.2 The Customer shall indemnify Gloversure against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.

9.3 Gloversure shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Site infringes any Intellectual Property Rights of a third party in the UK, other than infringements referred to in clause 9.2.

9.4 The indemnities in clause 9.2, clause 9.3 and clause 10.4 are subject to the following conditions:

(a) the indemnified party promptly notifies the indemnifier in writing of the claim;

(b) the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;

(c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and

(d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

9.5 The indemnities in clause 9.2, clause 9.3, clause 10.4 and clause 10.5 may not be invoked to the extent that the action or claim arises out of the indemnifier's compliance with any designs, specifications or instructions of the indemnified party.

9.6 If the project is a SuperControl integration, the underlying code that we provide is to be used only on that project and can not be copied by yourselves or any third party without obtaining our written permission beforehand.

10. Site Content

10.1 The Customer shall ensure that any Materials (including links within the Materials) do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

10.2 Gloversure will provide a Content management system if specified in the original scope to allow you to update a reasonable amount of content and imagery.

10.3 The Customer acknowledges that Gloversure has no control over any content placed on the Site by Visitors and does not purport to monitor the content of the Site. Gloversure reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. Gloversure shall notify the Customer promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

10.4 The Customer shall indemnify Gloversure against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.

10.5 Gloversure may include the statement "Designed by Gloversure" or something similar in a form to be agreed.

10.6 Gloversure reserves the Intellectual Property right to re-use generic graphics and code with other clients.

10.7 Gloversure reserves the right to advertise using clients artwork, images, digital media and work produced.

10.8 In respect of any Hosting Services the Customer agrees:

(a) To immediately inform Gloversure if it becomes aware of any unauthorised use of its account or Site;

(b) To be entirely responsible and liable for all activities, conducted on the account resources;

(d) Not give any third party any rights of physical access to the account without our prior consent.

(e) Not use the account, or allow others to do so, for any unlawful activity or activity in Gloversure’s opinion may harm us or bring us into disrepute, including the storage or distribution of:

(i) Any pirated software and files
(ii) Material that contains any virus, worm, Trojan Horse or other harmful code;

11. Term and Termination

11.1 This agreement shall commence on the Effective Date and shall (subject to earlier termination under this clause 11):

(a) In respect of the Hosting Services continue for successive 1 year periods unless terminated by service of written notice not less than 1 month before the anniversary of the Effective Date.
(b) In the event of dedicated or virtual dedicated hosting, hosting is charged upfront each month and will require a minimum of 1 months written notice for termination.

11.2 Without affecting any other right or remedy available to it, Gloversure may terminate this agreement with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(b) the Customer commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) the Customer commences negotiations with all or any class of any 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;

(e) a 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 the Customer;

(f) an 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 Customer (being a company);
(g) the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the other party;

(i) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer's assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(c) to clause 11.2(h) (inclusive);

(k) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

(l) The customer fails to respond to emails or messages for 30 days.

(m) The customer is rude, disrespectful or makes offensive comments.

11.3 On termination of this agreement by Gloversure under clause 11.2, all licences granted by Gloversure under this agreement shall terminate immediately.

11.4 On expiry or termination of this agreement otherwise than on termination by Gloversure under clause 11.2, Gloversure shall promptly return any Materials held by it to the Customer, and shall provide to the Customer an electronic copy of the Site in a timely manner (including all content on the Site).

11.5 On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

12. Change Control

12.1 Any request by the Customer to change the scope of the Services or the Site Specification or remedy a Non-Supplier Defect shall be made to Gloversure who may (without obligation) agree to undertake such additional works and such works shall be charged on a Time and Materials/estimate basis at the rates set out in Schedule 2 or in accordance with a revised quotation agreed in writing between Gloversure and the customer.

13. Gloversure Employees

13.1 The Customer nor any member of the Customer’s group may not at any time during the period of 3 years beginning with the termination of this Contract:

(a) offer employment to, enter into a contract for the services of, or attempt to entice away from Gloversure any individual who is at the time during the existence of this contract an employee of Gloversure; or

(b) procure or facilitate the making of any such offer or attempt by any other person.

14. Data Protection

14.1 In this clause 13, Personal Data has the meaning given in the Data Protection Act 2018.

14.2 Gloversure warrants that, to the extent it processes any Personal Data on behalf of the Customer:

(a) it shall act only on instructions from the Customer; and

(b) it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

14.3 Subject to clause 14.2 the Customer shall indemnify Gloversure in respect of the handling and processing of all Personal Data and any liability in respect of such Personal data under the data Protection Act 2018.

15. Force Majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

16. Notices

16.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);

(b) sent by e-mail to its communicated e-mail address.

16.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address];

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

16.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17. Publicity and Confidentiality

17.1 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

17.2 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

18. Assignment

Neither party may assign or transfer any of its rights or obligations under this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

19. Entire Agreement

19.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

20. Third Party Rights

20.1 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

20.2 No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

21. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

22. Waiver

No 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 remedy.

23. Rights and Remedies

Except 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.

24. Severance

24.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

24.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

25. Governing Law

This 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 Wales.

26. Jurisdiction

Each 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).

Customer Terms & Conditions: Privacy Policy Addendum

1. What does this Addendum cover?

The General Data Protection Regulation (’GDPR’) imposes mandatory contractual obligations on the relationship between Data Controller and Data Processor. These are required to be incorporated into any contract between these parties for the contract and the processing to be and remain GDPR compliant.

This Addendum will be contractually applicable to the provision of your services and incorporates the required GDPR provisions, it takes priority over your existing agreements with us.

This Addendum also applies to how we use your Personal Data while you remain a customer and includes details about the data we store and the steps we take in securing the information.

2. Data Controller’s Obligations

As the Data Controller for data you provide us with, you shall:

Be solely responsible for determining the means and the purpose of the processing.
Ensure that you implement appropriate policies to inform the Data Subjects of the purpose for collecting and processing the Personal Data, the Data Subject’s rights in relation to GDPR and shall ensure that such policy and information as required by GDPR is available to the Data Subject prior to collecting the Personal Data.
The Data Controller shall implement appropriate technical and organisational measures for ensuring that by default, only Personal Data which are necessary for the specific purpose of the processing are processed. This applies to the amount of Personal Data collected, the extent of the processing, the storage period and accessibility.
Ensure that you have in place such systems and processes to support your obligations under Article 32-36 of the GDPR.
Access and implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to the Data Subjects represented by the processing, including as appropriate:
- The pseudonymisation and/or encryption of Personal Data.
- The ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services.
- The ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident.
A process for regularly testing, accessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the Processing.

3. Data Processor’s Obligations

We may sub-contract our duties or obligations arising under this Addendum without the prior written consent of the Data Controller. Details regarding any (if any) sub-contracting relationships will be supplied to the Data Controller as reasonably required.

As the Data Processor of data you provide us with, we shall:

Only process the Personal Data in accordance with the terms of this Addendum or any further documented instructions from the Data Controller and solely in relation to the performance thereof. If in the reasonable opinion of the Data Processor any such term or instruction infringes the GDPR the Data Processor shall immediately inform the Data Controller of such infringement and may suspend its processing.
Ensure that persons employed to process the Personal Data have been required to commit themselves in writing via an employment agreement or some other contractual document to confindentially or are under an appropriate statutory obligation of confidentiality.
Assess and implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to the Data Subject represented by the processing.
The Data Processor shall, taking into account the nature of the processing, assist the Data Controller by appropriate technical and organisational measures, insofar as this is possible, to enable the fulfilment of the Data Controller’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the GDPR.
The Data Processor shall assist the Data Controller in the compliance of its obligations pursuant to Article 32-36 of the GDPR.
The Data Processor shall, at the choice of the Data Controller, delete or return all the Personal Data to the Data Controller after the end of the provision of the Services, and delete existing copies unless copies of the Personal Data need to be retained for compliance with the Data Processor’s statutory obligations.
The Data Processor shall make available to the Data Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and, if requested, contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller.
The Data Processor must keep compileable electronic records, such as raw emails, of its processing activities performed on behalf of the Data Controller, including:
- The details of the Data Controller/ Data Processor and any representatives, sub-processors and data protection officers.
- The categories of processing activities performed.
- Information regarding cross-border data transfers, if any.
- A description of the technical and organisational security measures implemented in respect of the processed data.
The Data Processor must notify any Data Breach to the Data Controller (at the Data Protection Officer details), as soon as possible after it becomes aware of the same. Such notice can be given verbally but must be followed up in writing within a reasonable time with the following details: the nature of the Personal Data breach including where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned.

Regarding transfers of Personal Data to a third party or an international organisation, such shall only be undertaken on the instruction of the Data Controller, save where the Data Processor is required to do so by law, in which case, the Data Processor shall inform the Data Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

4. How do we use your data?

All Personal Data is processed and stored with reasonable securely, for no longer than is necessary in light of the reason(s) for which it was first collected. We will comply with our obligations and safeguard your rights under the GDPR at all times.

We may have to share your Personal Data with the parties set out below:

Other companies in our group who provide services to us.
Service providers who provide IT and system administration services.
Professional advisers including lawyers, bankers, HR advisors, auditors and insurers
Government bodies that require us to report processing activities.
Third parties to whom we sell, transfer, or merge parts of our business or our assets.

We require all third parties to whom we transfer your data to respect the security of your Personal Data and to treat it in accordance with the law. We only allow such third parties to process your Personal Data for specified purposes and in accordance with our instructions.

Some or all of your data may be stored outside of the European Economic Area (”the EEA”) (The EEA consists of all EU member states, plus Norway, Iceland, and Liechtenstein). You are deemed to accept and agree to this by using our site and submitting information to us. If we do store data outside the EEA, we will take all reasonable steps to ensure that your data is treated as safely and securely as it would be within the UK under the GDPR legislation

Personal Data means any information capable of identifying an individual. It does not include anonymised data.

5. Marketing Communications

With your permission and/or where permitted by law, we may also use your data for marketing purposes which may include contacting you by email, telephone and post with information, news and offers on our products and services. We will not, however, send you any unsolicited marketing or spam and will take all reasonable steps to ensure that we fully protect your rights and comply with our obligations under the GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003.

Under the Privacy and Electronic Communications Regulations, we may send you marketing communications from us if (i) you made a purchase or asked for information from us about our services or (ii) you agreed to receive marketing communications and in each case you have not opted out of receiving such communications since. Under these regulations, if you are a limited company, we may send you marketing emails without your consent. However you can still opt out of receiving marketing emails from us at any time.

You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you OR by emailing us at ’[email protected]’at any time.

If you opt out of receiving marketing communications this opt-out does not apply to Personal Data provided as a result of other transactions, such as purchases etc.

6. Data Retention

We will only retain your Personal Data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. When deciding what the correct time is to keep the data for we look at its amount, nature and sensitivity, potential risk of harm from unauthorised use or disclosure and the processing purposes, if these can be achieved by other means and legal requirements.

For tax purposes, the law requires us to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they stop being customers.

In some circumstances, we may anonymise your Personal Data for research or statistical purposes, in which case, we may use this information indefinitely without further notice to you.

7. Data Protection Warranties and Survival

Notwithstanding any other provision of this Addendum, the Parties warrant that, upon receipt of Personal Data, each shall duly observe all its obligations as a Data Controller and/or Data Processor under the Data Protection Act (“DPA”) and the GDPR, which arise in connection with the Processing and the performance of its respective rights and obligations under this Addendum.

The provisions of this Addendum are expressly agreed by the Parties to survive any termination of this addendum, howsoever arising. This Addendum shall be governed by the laws of Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.

Queries and Complaints

Although complaints are very rare, if you would like to make a complaint please email [email protected].

This will be dealt with by our Managing Director, you should expect a reply within 1 business day.

Domain Abuse

For any abuse reports (such as phishing, spam etc) please email [email protected].

You should expect a reply within 1 business day.