Terms of Business
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Terms of Business of ecordonline
Welcome to the ecordonline website. If you subscribe to the ecordonline website and open any ecord for a Company, these Terms of Business will govern the relationship between you and us in relation to the ecordonline website.
If, for whatever reason, you disagree with any part of these Terms of Business, please do not use the ecordonline website or subscribe to an ecord. Use of the ecordonline website and/or your subscription to an ecord will be taken as acceptance of these Terms of Business.
Information on the ecordonline website forms part of these Terms of Business.
Except as otherwise stated in these Terms of Business all statutory warranties applying to consumers and all warranties, whether express or implied, by operation of law or otherwise, are excluded so far as legally permitted in relation to any subscription to ecordonline and/or the opening of any ecord.
From time to time we may alter these Terms of Business. Whenever an alteration is made to these Terms of Business, the effective date of the altered Terms of Business will be stated at the end of these Terms of Business. As from (and including) the effective date, the altered Terms of Business will apply to all of our continuing business arrangements, to the exclusion of all other previous Terms of Business.
The terms "ecord Limited" or "us" or "we" or "our" refer to the owner of the ecordonline website - ecord Limited - details below.
"ecordonline" is the trading name and style of ecord Limited and the name of our website and database system.
The term "ecord" means an individual set of Company Registers and records for a specific Company opened on the ecordonline website and which is provided by us to that Company for that Company to record, process and store information.
The term "ecordonline subscriber" means any individual, firm or Company or other legal entity or group of persons who/which has been accepted as an ecordonline subscriber. For avoidance of doubt, only an ecordonline subscriber may open an ecord and/or administer an ecord. The term "ecordonline member" means the same as "ecordonline subscriber". The term "ecordonline membership" means the same as "ecordonline subscription".
The term "ecord Designated Email Address" means the current email address provided to us by an ecordonline subscriber to which we will send all communications in relation to that ecordonline subscriber including in relation to all ecords administered by that ecordonline subscriber.
The term "Administrator" means the ecordonline subscriber who/which is authorised to open and/or administer the ecord of a Company and "administered" means administered by an Administrator.
The term "you" or "your" or "Company" refers to the Company in whose name the ecord has been opened.
The phrase "opening an ecord" means adding a Company to an ecordonline subscriber account by using that Company's Company Number to create an ecord for that Company.
Ownership of information recorded in the ecord & agency of ecordonline subscriber
You are the owner of any information recorded/stored in the ecord opened with your Company number.
The ecordonline subscriber applying to open an ecord will be asked to confirm that the ecordonline subscriber is authorised by the Board of Directors of the Company to open the ecord for that Company. When giving such confirmation, the ecordonline subscriber warrants and represents to us that the ecordonline subscriber acts under the authority of the Company with whose Company number the ecord is being opened and has full authority from that Company both to open an ecord for that Company and to administer that ecord.
In a case where the Administrator of an ecord is not the Company itself, ecordonline will be entitled to deal with the Administrator as the duly authorised agent of the Company.
In the event of any dispute as to the ownership of any information contained in an ecord or as to any right to administer and/or have access to any information in an ecord or in case an Administrator dies, ceases to exist or disappears, we will not in any case take any action to change the then-current ecord Designated Email Address or to give access to the ecord to anyone other than the then-current Administrator or to remove an ecord or delete any information in an ecord -
except that we may, in our absolute discretion and without any obligation on us so to do and without any liability on us for so doing or refraining from so doing and subject to such conditions (including as to our being satisfactorily indemnified) as we may in our absolute discretion require, send an Administrator password reset notice by post to the registered office for the time being of the relevant Company as shown on that Company's public record held at the Companies Registry. In the event that, as a result of our delivery of such a password reset notice, the Administrator of that ecord is changed, we will not have any liability whatsoever for the consequences of such change;
except as directed by Court order or as otherwise compelled by Law.
For avoidance of doubt, in the event that the Administrator of an ecord is changed, we will not in any circumstances give any refund of any fee paid to us in respect of that ecord by a former Administrator. Any fee (or part of a fee) paid to us for any unexpired period of any subscription will not be refunded.
It is the responsibility of you and your officers to ensure that the Administrator's password to your ecord is kept secure and only disclosed to those with proper authority to administer your ecord.
If control of your Company changes, the then-current Administrator is solely responsible for changing the Administrator of your ecord to a person duly authorised to administer your ecord on behalf of the person(s) who has/have taken control of the Company.
We will not in any case seek to identify or reveal a password or change a password except as directed by Court order or as otherwise compelled by Law.
Preservation of integrity of ecordonline
We reserve the right in our absolute discretion and at any time, without assigning any explanation, to restrict or prevent any individual, firm or Company or other legal entity or group of persons from using and/or having access to ecordonline.
Information stored in the ecord
Your ecord is designed for the secure and accurate recording, processing, storage and sharing of your information.
It is your responsibility to ensure that any information stored on and/or processed in your ecord is accurate and stored/processed in conformity with both Civil and Criminal Law of any relevant jurisdiction. Without prejudice to the generality of the foregoing, your ecord must not be used for the storage and/or sharing of any defamatory, offensive or politically sensitive data.
Although much of the information recorded in your ecord is liable to be made publicly available and/or is liable to be made available to members of the Company, we will not access, nor provide any third party with access to, the information in your ecord except as directed by Court order or as otherwise compelled by Law.
Included within your ecord annual subscription is a generous allowance for storage of uploaded documents. There is a limit upon the amount of information which may be uploaded for storage in your ecord. We may at any time and from time to time alter the limit and/or the manner in which it is calculated except that any reduction in capacity will not operate so as to require the removal from an ecord of documents previously uploaded. Current limits upon document storage are published on ecordonline.
We may at any time and from time to time impose restrictions upon the type of information which may be uploaded for storage in your ecord if it appears to us, in our absolute discretion, that any such information is out of keeping with the purpose of ecord.
We will endeavour to ensure that you will have access to your ecord wherever and whenever you have access to the Internet. However, there will be occasions when the ecordonline website may be unavailable because we are updating and/or maintaining the website or because of other circumstances beyond our reasonable control. We will not in any circumstances be liable for the consequences (direct or indirect) of your being unable to access your ecord on any occasion whatever the reason may be.
Communications from us
We will send all correspondence concerning your ecord only to your current ecord Designated Email Address or exceptionally by post to the registered office for the time being of the Company as shown on the Company's public record held at the Companies Registry.
Correspondence sent by us to your registered office address by post will be addressed to a current officer of the Company as shown on the Company's public record at the Companies Registry.
It is a requirement of your subscription to ecord that you accept emails from us.
The messages which we may send will include, but not be limited to, notices relating to the ecordonline subscriber account and your ecord administered under that account including (but not limited to) notices concerning renewals of subscription and of any upgrades and changes to ecordonline Services and/or Terms of Business and any changes in our fees.
For purposes of security of information stored in your ecord, it is your responsibility to ensure that messages from us to the ecord Designated Email Address are read.
It is your responsibility to advise us, through the Administrator, if you suspect that secure access to your ecord has been compromised in any way. It is the responsibility of the Administrator to advise us, if the Administrator suspects that secure access to the Administrator's ecordonline subscriber account has been compromised in any way. We will then investigate any suspicion reported to us and confer with you as to what remedial action may be appropriate. We may make an additional charge upon the relevant ecordonline subscriber account for any investigation and/or remedial action arising wholly or mainly as a result of the act or default of the Administrator, the Company and/or anyone who is an officer, employee or agent of or adviser to the Company or invitee to an ecord in the relevant ecordonline subscriber account. In case the Administrator represents more than one Company the Administrator shall be solely responsible for apportioning any such additional charge between the companies within the Administrator's ecordonline subscriber account.
We will never disclose the ecord Designated Email Address to any third party except as directed by Court Order or otherwise compelled by Law.
We have tried to make our pricing policy as straightforward as possible. To that end all fees include Value Added Tax ("VAT") at the level appropriate within the United Kingdom. Our invoices are issued to the Company. ecordonline subscribers outside the United Kingdom are liable to pay all applicable duties, as if based in the United Kingdom.
All fees are subject to change and we retain the right to adjust prices at any time. However, a price increase will only apply to you upon the next renewal of your subscription.
Security of Payments
The security of your payment details is of paramount importance to us. We have selected an independent payment and banking processor. All of your payment-related information is processed by our payment and banking processor. We do not keep or store any card details on our servers. Your card details are verified automatically online by our payment and banking processor.
Termination of ecordonline membership
An ecordonline subscriber may close their ecordonline membership account by notifying us through the My Account section of ecordonline. An ecordonline membership account may only be closed if there are no ecords currently being administered through that account.
We may close an ecordonline membership account at any time in our absolute discretion by not less than 14 days prior notice sent by us to the ecord Designated Email Address, if we honestly believe that the ecordonline subscriber's continued use of ecordonline is vexatious and/or liable to bring us into disrepute and/or liable adversely to prejudice the security of ecordonline. If there are ecords administered through an ecordonline membership account closed in such circumstances, we will preserve the information stored in each of these ecords (including uploaded documentation) for not less than 6 months thereafter in case a new Administrator for that ecord is appointed by the Company during that period. After such 6 month period we may, in our absolute discretion, remove/delete all information (including uploaded documents) in any or all of these ecords. No refund of any subscription fee paid or in course of collection by us will be made except in case of our manifest error.
Termination of a subscription to an ecord
You may close an ecord at any time by notifying us through the Admin section of the ecord. If you close an ecord no refund of any subscription fee paid or in course of collection by us will be made except in case of our manifest error. It is your responsibility to ensure that any ecord is closed in a timely manner in advance of any annual subscription for a subsequent period being charged to the Administrator's bank account.
We will terminate your subscription to an ecord at midnight (London time) on the last day of your current subscription period, if you have failed to make any payment due to us for renewing your ecord subscription for the subsequent subscription period.
If your subscription to an ecord is about to end, for whatever reason, without being renewed it is your responsibility to print out all information recorded in your ecord before midnight (London time) on the last day of your current subscription period. In particular, you must print-out and/or download any information which you have uploaded for storage in the ecord.
Immediately after midnight (London time) on the last day of your current subscription period, your ecord will be locked.
If you terminate subscription to an ecord in any way (including by failure to renew your ecord subscription) that subscription will be permanently terminated but you may subscribe for a new ecord for the same Company upon payment of the full then-current standard subscription fee. Except as explained below (in Information in Archive), you will have to enter/upload all information again in a new ecord. Information previously recorded in any ecord previously opened for the same Company will not normally be available for transfer to another ecord opened for the same Company.
In no case will any refund of any fee paid by you to us be given when an ecord is closed.
We may, in our absolute discretion, remove/delete all information (including uploaded documents) recorded in any ecord for which the subscription has been terminated at any time after such termination and we will not have any obligation as a consequence of our so doing.
After termination of a subscription to an ecord, we will not accept instructions from anyone as to how any information (including uploaded documents) recorded in that ecord might be dealt with except as specifically otherwise provided in these Terms of Business or as directed by Court order or as otherwise required by Law.
Information in Archive
In our absolute discretion, but (except where otherwise stated in these Terms of Business) without any obligation upon us so to do, we may archive information recorded in an ecord for which the subscription has been terminated for any period after such termination. If and for so long as any such information is archived by us, it will not be used by us or disclosed to anyone except as explained below or as directed by Court order or as otherwise compelled by Law.
When opening an ecord for a Company, you may request that we investigate whether we have any archived information from any previous ecord for that Company, We will require you to identify precisely who you are and to provide such contact details as we require. If we have such archived information, we will send written notification by post to the registered office for the time being of the relevant Company as shown on that Company's public record held at the Companies Registry giving details of the request and confirming the general nature of the archived details held and our charges for inserting these details in a new ecord opened for that Company. We will require written certification (in a form prescribed by us) from the Board of the Company that we are authorised to insert these details in the new ecord. We will also require a written indemnity (in a form prescribed by us). The signed written certification and indemnity will be uploaded to the new ecord. We are entitled to disclose the contact details which you have provided to us in any communication sent by us to the Company’s registered office.
Intellectual Property and Copyright
We own all copyright and other intellectual property rights of whatever kind (without limitation) in the ecord and ecordonline names and styles and in the ecordonline website including (but not limited to) its concept, design and functionality, software programming/coding, its layout, text, images and other content. Copying, imitating, cloning and reproduction in whole or part is prohibited other than with our prior specific written permission (which may be given or withheld as we in our absolute discretion decide) or as permitted in the course of using ecordonline and any ecord for the purpose for which it was designed but not for any other purpose.
Matters beyond our Reasonable Control
We will use all reasonable endeavours to ensure the functionality, integrity and security of the ecordonline website but we will not be responsible for the consequences of any failure or for any loss, damage, claim, costs or any other adverse consequence (direct or indirect) arising from any use or failure in functionality of the ecordonline website suffered, incurred or made against an ecordonline subscriber, a Company storing its records on ecord, any officer or member or employee of, adviser, contractor to or agent of or a third party which arises from any circumstance (including but not limited to any act or omission) beyond our reasonable control.
No liability to any person having access to an ecord
We have no obligation of any kind to any person, firm, Company or other legal entity or group of persons who/which at any time has been given access to an ecord by the Administrator for the time being of that ecord.
Accuracy of information recorded in an ecord
You are solely responsible for the accuracy of all information recorded in your ecord.
Our total aggregate liability for any and all claims against us in relation to any ecord from any person or persons shall be limited to one year's current annual subscription fee for that ecord.
Interpretation, Disputes and Governing Law
In case of any doubt as to the meaning and/or interpretation of any part of these Terms and Conditions our decision will be final and binding on you and any Administrator of your ecord. and upon the Administrator as a subscriber to ecordonline. Use of an ecord and the ecordonline website and any dispute arising out of such use is governed exclusively by the Laws of England and Wales and is subject to the exclusive jurisdiction of the Courts in England and Wales.
Details of ecord Limited
Registered Office: Reddings, Oakridge Lane, Sidcot, Winscombe, North Somerset BS25 1LZ
Company Registration Number: 8670370
VAT registration number: 199-9469-14
ecord Limited - Terms of Business - issue TofB 2015/1 effective from 1st January 2015