In these Conditions the following definitions apply:
“Additional Term” has the same meaning given to that term in Condition 3.1
“Authorised Location(s)” means the sites/locations as set out in the Service Agreement (where relevant) in respect of which the End User may make use of the Software Services and the Documentation in accordance with the Contract.
“Back-Up Policy” means DRI’s standard back-up policy (as amended from time to time), available upon request.
“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Conditions” means these terms and conditions as amended from time to time by DRI in accordance with Condition 5.6
“Confidential Information” means all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or by any method), directly or indirectly, by one party to the other whether before, on or after the Commencement Date, including:
- information that is identified as being of a confidential or proprietary nature;
- all confidential or proprietary information relating to the business or affairs, financial or trading position, assets, intellectual property rights, customers, clients, suppliers, employees, plans, operations, processes, products, intentions or market opportunities of DRI, the Customer and/or any End User;
- information which the receiving party ought reasonably to comprehend that the disclosing party would regard as confidential;
- the know-how, designs, trade secrets, technical information or software of DRI, the Customer and/or any End User.
Confidential Information shall exclude information which:
- was public knowledge or already known to the recipient at the time of disclosure;
- subsequently becomes public knowledge other than as a direct or indirect result of the information being disclosed in breach of these Conditions;
- subsequently comes lawfully into the possession of the recipient from a third party who was not bound by any obligation of confidentiality or otherwise prohibited from disclosing the information to the recipient; or
- is otherwise agreed in writing by the parties not to be confidential.
“Contract” means the contract between DRI and the Customer for the supply and purchase of the Services in accordance with these Conditions.
“Contract Year” means a period of 12 months from the Commencement Date and each successive period of 12 months thereafter during the Term.
“Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and “controls”, “controlled” and the expression “change of control” shall be construed accordingly.
“Customer” means the entity purchasing the Services either as a reseller or an enterprise customer and described further in the Service Agreement.
“Data Protection Legislation” means any applicable European Union or English laws relating to privacy or the use or processing of data relating to natural persons, including:
- EU Regulation 2016/679 (GDPR“); and
- any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR; in each case, to the extent in force, and as such are updated, amended or replaced from time to time.
“Default” has the meaning given to that term in Condition 6.2.
“Documentation” means the Supporting Information and any other documentation in relation to the Services made available from time to time to the Customer by DRI.
“DRI” means Dynamic Risk Indicator Limited, a private limited company with registered number 11457021 and with a registered office address at 45/47 – 2nd Floor Newton Street, Manchester, United Kingdom, M1 1FT.
“DRI Materials” means all materials, equipment, documents and other property belonging to DRI.
“DRI Software” means the online software modules and apps elected for by the Customer in the Service Agreement and as more particularly described in the Documentation to be accessed by the Customer as part of the Software Services (including all future modifications, updates, upgrades, releases and new versions as may be made available to the Customer by DRI).
“Due Date” has the meaning given to that term in Condition 4.7.
“End User” means any person who is granted permission to use the Software Services by the Customer.
“End User Data” means:
- all data (including any Personal Data relating to the staff, customers or suppliers of any End User), documents, text, drawings, diagrams, images, audio or video material, in whatever medium or form, that is supplied by, inputted, and/or uploaded onto and/or stored within the DRI Software, by or on behalf of the End User from time to time; and
- all information related to any End User that is processed or stored by the DRI Software.
“Fees” means the fees as set out in the Service Agreement and payable in accordance with Condition 4.
“Force Majeure Event” means any event or circumstance beyond the reasonable control of DRI, including:
- any strike, lock-out or industrial disputes (excluding any industrial dispute relating to DRI);
- any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot, insurrection, civil commotion, sabotage, terrorism or threat thereof;
- any act of state or other exercise of sovereign, judicial or executive prerogative by any competent government authority;
- any act of God, lightning, earthquake, tempest, flooding, fire, cyclone, hurricane, typhoon, tidal wave, whirlwind, storm and other extreme adverse weather conditions; and
- any failure of a utility service, telecommunication or transport network.
“Insolvency Event” means, in relation to a party:
- the passing of a resolution for its winding-up or the making by a court of competent jurisdiction of an order for its winding-up or dissolution (except for the purposes of a solvent amalgamation or reconstruction);
- the making of an administration order or the appointment of a receiver or an administrative receiver over, or the taking possession or sale by a secured party of any of its assets;
- the making of an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or
- if a party threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business.
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information, any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Minimum Committed Value” means the monetary value stated as the minimum committed value in the Service Agreement.
“Minimum Contract Term” means the period stated as the minimum contract term in the Service Agreement.
“Order” means any Customer order for the supply of Services (whether via an order form, purchase order or acceptance of a quotation provided by DRI or otherwise).
“Premises” means any of the Customer’s sites and properties from which the Services are to be performed.
“Reseller” means a Customer that is granted the rights to be an authorised reseller of the Software Services (as indicated within the Service Agreement).
“RPI” means the Retail Prices Index as published by the Office of National Statistics (or such other replacement index or body).
“RRP” means the DRI Recommended Retail Price for the Software Services.
“Service Agreement” means the service agreement between DRI and the Customer that contains a description of the Services to be supplied by DRI (including the DRI Software modules elected) and the fees payable.
“Service Agreement Addendum” means any addendum to the Service Agreement (if any) agreed between the parties.
“Services” means the services agreed to be supplied by DRI to the Customer as set out in the Service Agreement.
“Software Services” means the subscription services available at the Website or via the App utilising the DRI Software.
“Supporting Information” means the supporting information document available from DRI or supplied by DRI to the Customer from time to time.
“Term” means the duration of the Contract to include the Minimum Contract Term and each Additional Term until the Contract is terminated in accordance with these Conditions.
“Territory” means (in relation to a Reseller) the territory as stated in the Service Agreement.
“VAT” has the meaning given to that term in Condition 4.6.
“Virus” means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Website” means DRI’s website at https://app.drindicator.com (or such alternative URL as DRI may notify to the Customer in writing from time to time).