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Beaufort 12 Limited Terms of Service

Effective Date: April 2020

Please read these terms and conditions of service (the “Conditions”) carefully before using the service(s) you are subscribing for (“Services”) which will either be use of the http://www.beaufort12.com website (the “Website”), support services which are described to you separately or an app that we make available for use on the Salesforce AppExchange both operated and provided by Beaufort 12 Limited a UK limited company registered at Companies House with company number 08174703 (“Beaufort 12”, “us”, “we”, or “our”).  Where we use the term ‘App’ this will refer to the app to which you are subscribing.

Please note that Beaufort 12 is not part of Salesforce, Campaign Monitor, Dropbox, Emma or Eventbrite.  We are an integrator and the Services we provide are separate from these third party applications or services.  You will require a licence to use the third party applications or services which our App integrates with.

Your access to and use of the Services is conditional upon your acceptance of and compliance with these Conditions. These Conditions apply to all visitors, users, and others (each a “Customer,” “you”, or “your”) who wish to access or use the Services. If you are accessing or using the Services on behalf of your company, you represent that you are authorised to accept these Conditions on behalf of your company, and all references to "you" or "Customer" reference your company. Use of the Services is deemed to represent your consent to these Conditions.

1. Definitions

App” means an application for Campaign Monitor, Emma , Dropbox or Eventbrite allowing for Salesforce integration built by Beaufort 12.

AppExchange” means the Salesforce platform through which a Customer may sign up and purchase a subscription to the App.

Checkout” Salesforce mechanism on AppExchange that allows Customers to purchase the Services.

Contract” means the contract for the provision of the Services, incorporating these Conditions.

Credit Card” means the credit card details supplied by Customer at Checkout.

Customer Content” means content, data, and information, including text, graphics, videos, or other material, submitted, uploaded, imported, or otherwise provided to or through the Services by Customer or by a third party on behalf of or for the benefit of Customer, including Customer’s customers and prospective customers and users of Customer Properties.

Customer Properties” means Customer’s websites, applications, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the App.

Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Documentation” means Beaufort 12’s then current generally available documentation, specifications and user manuals for the Services, which can be found at www.cm4sf.com or such other URL as Beaufort 12 may provide from time to time, as well as any documentation included in or attached to any Order or such other Services-related documents provided to Customer.

Effective Date” of these Conditions is the date which is the earlier of

(a) Customer’s initial access to any Services through any online provisioning, registration, or order process; or

(b) the date of acceptance of the Order by Beaufort 12 referencing these Conditions in accordance with clause 2.2

Excluded Claims” mean any claims arising from or relating to (a) your failure to pay fees, (b) your indemnification obligations, (c) your violation of any obligations under these Conditions, (d) your use or integration of third-party products, or (e) a party’s violation of the other party’s Intellectual Property Rights.

Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks 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. “Invoice” means an arrangement between Beaufort 12 and Customer to bill Customer via invoice as opposed to through the Checkout, to be agreed to in the sole discretion of Beaufort 12.

Laws” means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.

Order”  the Customer’s order for the Services whether through the AppExchange, direct or via a third-party intermediary.

Personal Data” means any information which are related to an identified or identifiable natural person.

Salesforce Org” means the Salesforce unique customer identifier details.

Sensitive Data” means (a) Personal Data subject to specialised privacy or security regimes, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”) and the standards promulgated by the Payment Card Industry (“PCI”) Security Standards Council (“PCI SSC”); (b) Personal Data considered to be a “special category of personal data” under the Data Protection Legislation; (c) Personal Data that, if breached, could trigger breach notification requirements or increase liability for Customer or Beaufort 12, including without limitation United States of America social security numbers, any governmental identification information, health or medical information, biometric information, and information about criminal history; and (d) any other information that you consider to be confidential, proprietary, a trade secret, material non-public information, or that you would not want disclosed to a third party.

Subscription” means the subscription for the Services in accordance with these Conditions.

Subscription Term” means the term for the Services as set out in clause 4.

User” means an individual employee, consultant, contractor, or agent of Customer who has been authorised by Customer to use the Services on behalf of Customer or its affiliates.

2. General Commercial Terms

2.1 The placing of an Order by Customer to Beaufort 12 constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when Beaufort grants access to the App at which point and on which date the Contract shall come into existence.

2.3 Any trial access, descriptive materials or advertising issued by Beaufort, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 Access. We will provide you with access to the App for the duration of the Subscription Term. Customer may access and use the App solely for its own benefit and in accordance with these Conditions, and the Documentation. Only Users, as defined herein as those authorised by Customer to use the App, may use and access the App, and Customer agrees that it is responsible for its User(s)’s compliance with these Conditions.

2.6 Fees and Payment. In consideration of us providing the Services, you agree to pay all our fees (the “Fees”) as follows:

a) for purchases made via the Checkout the Fees are set out on our website and must be paid at the time of purchase; or

b) for purchases made directly with Beaufort or via a third-party intermediary, the Fees will be specified at the time an Order is placed and sent to Customer.

Customer is responsible for paying all applicable taxes.

2.7 Any and all payments you make to us for the Services are final and non-refundable. If we agree to accept your payment via invoice rather than by credit card, full payment must be received within thirty (30) days from the invoice date. We will provide you with notice of non-payment of any undisputed amount due. Unless the full amount not in dispute has been paid, we may suspend your access to the Services thirty (30) days after such notice. We will not suspend the access to the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your Services are suspended for non-payment, we may charge a re-activation fee to reinstate your access to the Services.

2.8 Checkout payments. If you are paying via the Checkout, you authorise us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a PCI-compliant third party to process payments and consent to the disclosure of your payment information to such third party. Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Beaufort 12.

2.9 Payment via Invoice. If you are paying pursuant to an Invoice, we will invoice you no later than thirty (30) days before the beginning of the Subscription Term and all other times during the Subscription Term when fees are payable.

2.10 Non-payment. Where Customer does not pay in accordance with clause 2.6, Beaufort 12 may, in its sole discretion, (a) invoice Customer directly for the deficient amount, (b) continue billing the Credit Card once it has been updated by Customer (if applicable), or (c) terminate the Contract and seek to recover all outstanding amounts from Customer using all available means (at Customer’s cost).

2.11 Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term in accordance with clause 4 below, Beaufort 12 will charge Customer’s Credit Card (or invoice Customer directly) for any outstanding fees for Customer’s use of the Services during the Subscription Term, after which Beaufort 12 will not charge Customer’s Credit Card for any additional fees.

2.12 Refunds. In exceptional circumstances Beaufort 12 may provide Customer with a refund in its full discretion.  However refunds are not generally provided given that a Customer can terminate the Subscription Term within 30 days.

3. Customer Obligations, Limitations of Use, and Rights

3.1 Security. You are responsible for maintaining User security and confidentiality of access information within the App.  User credentials for Campaign Monitor or Salesforce are not the responsibility of Beaufort 12.

3.2 Prohibited and Unauthorised Use. You agree that you will not, directly or indirectly,

(a) make the Services available to, or use the Services for the benefit of, anyone other than yourself or the Users using the Services on your behalf;

(b) sell, resell, license, sublicense, distribute, rent, lease the Services, or include any Services in a service bureau or outsourcing offering;

(c) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;

(d) attempt to gain unauthorised access to the Services or its related systems or networks;

(e) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit;

(f) copy the Services or any part, feature, function, or user interface thereof;

(g) frame or mirror any part of any Services, other than framing on your own internal intranets;

(h) modify, translate, or create derivative works based on the Services or any underlying software;

(i) decompile, disassemble, decipher, or reverse-engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (except to the extent such restriction is expressly prohibited by applicable statutory law); or

(j) breach Beaufort 12’s Acceptable Use Policy. Beaufort 12 may suspend any User’s access to any or all Services immediately and without notice in the event of a violation of this Section.

3.3 Compliance with Laws. Customer agrees to comply with all Laws in its use of the Services.

3.4 Intellectual Property Rights. All Intellectual Property Rights in the App, the Documentation, the Website and the Services throughout the world belong to us (or our licensors) and the rights in the App, the Documentation, the Website and the Services are licensed (not sold) to you. You have no Intellectual Property Rights in, or to, the App, the Website or the Services other than the right to use them in accordance with these terms.  Subject to these Conditions, Beaufort 12 grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license to use the Services during the Subscription Term.

You acknowledge that our retention of the Intellectual Property Rights, includes, without limitation, all modifications, enhancements, derivative works, and upgrades to the App, the Website and the Services. You agree that you will not use or register any mark, business name, domain name, or social media account name or handle which incorporates in whole or in part the Beaufort 12 marks. In addition, information provided by Beaufort 12 as part of provision of the Services is the property of Beaufort 12 for use with our permission which may be retracted at any time. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such information, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

3.5 Customisation. Customer acknowledges that any custom development that either references the components of our App or conflicts with it may cause the App to cease working or function improperly and that Beaufort 12 will have no responsibility for the impact of any such Customer changes.

4. Subscription Term and Termination

4.1 Subscription Term and Renewal. Your initial Subscription Term will be one month where you subscribe and pay via Checkout or one year if you choose pay via an Invoice (the “Initial Period”). At the expiration of the Initial Period, the Subscription Term will automatically renew for additional periods of the same duration unless either party provides the other party with written notice in accordance with clause 4.2 or 4.3 below. Beaufort 12 shall be entitled to increase the Fees for each renewal period  upon 30 days prior notice to the Customer.

4.2 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract and your Subscription with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of these Conditions and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;

(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or

(f) we decide to do so at our entire discretion.

4.3 Procedure. You may terminate the Contract and your Subscription by contacting us in writing. As soon as practicable following receipt of your notice, we will send you a link to an online form (the “Cancellation Form”) for you to complete providing details of your intention to cancel.

The following notice periods are applicable, and will start to run from the moment we receive your completed Cancellation Form:

a) for monthly Subscriptions paid for via Checkout, 30 days notice; or

b) for Subscriptions paid pursuant to an Invoice, 45 days notice.

4.4 Obligations and rights. Termination shall not relieve Customer of the obligation to pay any Fees accrued or payable to Beaufort 12 prior to the effective date of termination. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination. Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

If we end your rights to use the App and Services:

4.5 Consequences of Termination.

On termination you will be moved a free limited Subscription with reduced functionality and you will no longer have access to certain features.

4.6 Trial Subscriptions. We provide a free 14 day trial to the App (a “Trial Subscription”) at our discretion. Where applicable, Customer may use the App in accordance with these Conditions for a period of fourteen (14) days or such other period granted by Beaufort 12 (the “Trial Period”). Trial Subscriptions are permitted solely for Customer's use to determine whether to purchase a paid subscription to the App. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, these Conditions and Customer’s right to access and use the App will be limited to our free plan. Beaufort 12 has the right to terminate a Trial Subscription at any time for any reason. Notwithstanding anything to the contrary in these Conditions, Beaufort 12 will have no warranty, indemnity, support, or other obligations with respect to Trial Subscriptions.

5. Beaufort 12 Rights and Responsibilities

5.1 Aggregated Data. Notwithstanding anything to the contrary herein, Customer agrees that Beaufort 12 may aggregate, collect, use, or disclose technical and other data about Customer’s use of the Services that is non-personally identifiable with respect to Customer, and that Beaufort 12 may use such data to analyse, improve, support, and operate the Services, optimise Beaufort 12 operations, and otherwise for any business purpose during and after the term of these Conditions, including without limitation to generate best practice guidance, recommendations, or similar reports for distribution to and consumption by Customer and others. For clarity, this clause does not give Beaufort 12 the right to identify Customer as the source of any data described in this clause.

6. Support, Fair Use and Updates

6.1 Support. Beaufort 12 will provide email based support through our UK support team between the hours of 9am to 6pm weekdays only. Beaufort 12 aims to investigate your questions and issues promptly, but provides no guarantee that it will be able to do so. The Customer agrees to provide adequate information to Beaufort 12 to assist in resolving any issues in a respectful way. Beaufort 12 provides no service level agreements in terms of problem resolution, we will act as quickly as we are able to. Beaufort 12 is not part of Campaign Monitor, Emma, Dropbox, Eventbrite or Salesforce therefore issues that are outside of our application and control are not covered by our support team.

6.2 Fair Use. Beaufort 12 provides support subject to a fair use policy as part of your Subscription. Beaufort 12 reserves the right not to provide support should Beaufort 12 consider (in its absolute discretion) that the Customer request(s) exceed fair use.

6.3 Updates. Beaufort 12, in its sole discretion, will update the App and these updates will be automatically sent to Customer’s Salesforce Org. Customer can request that they are not automatically updated and are therefore responsible for manually upgrading the App.  Beaufort 12 reserves the right not to provide support unless the Customer is on the latest version of the App. The Customer acknowledges that functionality may change as a result of updates.

7. Limited Warranties

7.1 Limited Warranties. Beaufort 12 represents and warrants, for Customer's benefit only, that the Services will be provided substantially in accordance with the latest Documentation. Beaufort 12’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this limited warranty will be, at no charge to Customer, for Beaufort 12 to use commercially reasonable efforts to correct the reported non-conformity, or if Beaufort 12 determines such remedy to be impracticable, either party may terminate the applicable Subscription Term, and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Services for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section will not apply: (a) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity; (b) if the error was caused by Customer’s misuse or modifications to the Services or use of the Services in conjunction with third-party hardware, software, or services; or (c) to use the Services on a no-charge, trial, or evaluation basis.

7.2 Warranty Disclaimers. Except as expressly provided herein, the Services are provided “as is”. further, except as provided herein, neither party makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law and any warranties arising out of course of dealing, course of performance or usage in trade. Beaufort 12 makes no representations or warranties regarding (a) the suitability or completeness of the services, including whether the services will be uninterrupted or error-free; (b) the results Customer may obtain by using the services; (c) that the Services will meet Customer’s requirements; or (d) the preservation or maintenance of the Customer data without loss or corruption.

8. Limitation of Liability. Your attention is particularly drawn to this clause.

8.1 Aggregate liability. Subject to clause 8.2, Beaufort 12’s aggregate liability will be limited to the total amounts you have actually paid to Beaufort 12 in the twelve (12)-month period immediately preceding the event giving rise to a claim.

8.2 Legal Limitations. Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:

(a)  death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.3. Our Limitations. Subject to Clause 8.1 and 8.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of use or corruption of software, data or information;

(e) loss of or damage to goodwill; and

(f) any indirect or consequential loss.

8.4 Nature of Claims. The parties agree that the waivers and limitations specified in this clause apply regardless of the form of action, whether in contact, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Conditions is found to have failed of its essential purpose.

9. Dispute Resolution

9.1 Dispute Resolution. You may contact us at support@beaufort12.com to address any concerns you may have regarding the Services. Beaufort 12 is able to resolve most concerns quickly to our Users’ satisfaction. You and Beaufort 12 agree to use best efforts through Beaufort 12’s internal dispute resolution processes to settle any dispute, claim, question, or disagreement and engage in good faith negotiations before either party initiates a legal or arbitration proceedings in accordance with clause 9.2 below.

A director will, within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

9.2 Choice of Law. For any dispute not subject to arbitration, you and Beaufort 12 agree to submit to the exclusive jurisdiction of the courts of England and Wales. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defences otherwise available.

9.3 Injunctive Relief. Notwithstanding the above provisions, Beaufort 12 may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

10. Privacy Policy

Please review our Privacy Policy, which also governs your use of the Services, to understand our practices regarding the information we collect about you through the Services. By using the Services, you indicate that you have read and understand our Privacy Policy, including its disclosures regarding collection, use, and disclosure of your information in accordance with our Privacy Policy.

11. General Provisions

11.1 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; pandemic or epidemic; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

11.2 Relationship of the Parties. The parties understand and agree that no joint venture, partnership, employment, or agency relationship exists between us.

11.3 Compliance with Laws. We will comply with all applicable laws in our provision of the Services and in our processing of Customer Content.

11.4 No Waiver. No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy, or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.

11.5 Severability. If any part of t these Conditions are determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Conditions will continue in effect.

11.6 Notices. Notice to Beaufort 12 will be sent to the contact address set forth herein and will be deemed delivered as of the date the notice is actually received. We will send you notices at the address you have provided in your Beaufort 12 subscription account information. We may give electronic notices by general notice via the Services or may give electronic notices specific to you by email to your email address(es) on record in our account information for you. You must keep all of your account information current.

11.7 Entire Agreement. These Conditions (together with any Invite Links) constitute the entire agreement between us regarding our Services and supersedes and replaces any prior agreements we might have had between us regarding the Services.

11.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Conditions (including all Invite Links), upon providing written notice to the other party, but without the other party’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets.

11.9 No Third-Party Beneficiaries. No person or entity not a party to the Contract will be a third-party beneficiary.

11.10 Authority. Each party represents and warrants that (a) it has full corporate power and authority, and has obtained all corporate approvals, permissions, and consents necessary, to enter into the Contract and to perform its obligations hereunder; (b) these Conditions are legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery, and performance of the Contract do not and will not conflict with any agreement, instrument, judgment, or understanding, oral or written, to which it is a party or by which it may be bound.

11.13 Governing Law. These Conditions and your relationship with us shall be governed and construed in accordance with the laws of the United Kingdom.

11.14 Changes. We reserve the right, at our sole discretion, to modify or replace these Conditions at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Conditions. If you do not agree to the new terms, you are no longer authorized to use the Services.

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