Including the GDPR
On this page, you can find our general terms & conditions. In order to ensure that
both we and our customers are properly equipped to meet the demands of the
latest EU personal data regulation (GDPR), we have integrated these demands into
our general terms & conditions. We have also created a data processing agreement
that likewise meets the demands of the GDPR.
Please do not hesitate to contact us if you have any questions related to our terms
& conditions or the GDPR.
Turfkeeper Limited Subscription Agreement
1. Introduction
1.1 This subscription agreement (“Terms”) govern your (“Customer”) subscription for
and use of www.Turfkeeper.com (“Product”) made available by Turfkeeper Ltd,
having its registered office in England and Wales (business registration number:
07808231 ) (“Company”).
1.2 The Terms are accepted by the Customer upon registration or ordering of the
Products or renewal of any such subscription.
1.3 The Product is available for commercial customers only, not for consumers.
2. The subscription
2.1 The Product is accessible to the Customer via specific password codes designated
by the Company in its sole discretion.
2.2 Subject to the Customer's acceptance of and compliance with the terms and
conditions of these Terms, the Company grants to the Customer a limited, non-
exclusive, non-transferable and non-perpetual right to access and use the Product
for the agreed number of users and solely for internal business operations of the
Customer. The Customer is not allowed to install, copy, use or otherwise exploit the
Product in any other manner than set forth in these Terms. All rights not expressly
granted are reserved by the Company.
2.3 Users can be either employees of the Customer or users not employed by the
Customer.
2.4 Legislation prohibits sending e-mails to individuals who have not consented to
receive such emails.
The customer will be held responsible for any claims raised against the Company or
any direct or indirect damage to the Company due to the Customers improper or
illegal use of the e-mail facilities of the Product.
3. Service objectives
3.1 The Company aims to provide operation stability and to make all reasonable
efforts to make the Product available to the Customer on the terms and conditions
set out herein. The Company’s services will be provided in accordance with good IT
practice.
3.2 The Company will use best efforts to inform the Customer of any known defects
which may interfere with the stability of operation or the function of the Product
and to remedy and solve such defects.
3.3 The Company will keep the Product compatible and operational with the at any
time most recent official versions of the Internet browsers Google Chrome,
Microsoft Edge and Firefox for Windows and Safari for Mac - and will make
reasonable efforts to keep the Product compatible and operational with most other
at any time most recent versions of other Internet browsers but does not guarantee
that the Product will work identically and reliably with all Internet browsers.
4. Features requirements, upgrades, maintenance and services
4.1 The Customer acknowledges and accepts that it is the sole responsibility of the
Customer to investigate and assess the Product in order to ensure that it can operate
and function in conjunction with the Customer's needs and requirements, including
the Customer's Internet access, hardware and software.
4.2 The Company may in its sole discretion decide to make available upgrades,
patches, fixes or the like in connection with the Product to the Customer, and the
Customer accepts such upgrades, patches, fixes or the like to continue operability.
4.3 The Company undertakes no obligations or liability with respect to the provision
of telecommunication lines, Internet subscriptions or connections or any other
technical means necessary for the Customer to access and use the Product or its
data and any and all costs and risks in this respect remains solely with the Customer.
5. Support
5.1 The Company is entitled to use agents, Licensees, sub-licensees and sub-
contractors for provision of support and consultancy services to the Customer.
5.2 The support comprised by the subscription fee includes:
5.2.1 Response to reported errors in the Product
5.2.2 Answers to questions regarding the use of the Product provided each answer
takes no more than a few lines of email text
5.3 For services not comprised by clause 5.2, the Company is entitled to invoice
support or consultancy services according to the then-current prices. Any such
invoicing must be accepted by the Customer prior to the service being delivered.
5.4 All reported errors and support requests must be submitted using the Product’s
contact form or by email should the contact form be inaccessible.
5.5 Based on the Customer’s error reporting, the Company will in its sole discretion
(i) perform identification of the reported error, (ii) provide instructions to the
Customer on the use of the Product in order to minimize the impact of a reported
error until a fix may be released, and/or (iii) correct the errors.
5.6 The support is provided primarily to the Customer’s designated Product
administrator (the super user), who is the single point of contact with respect to the
Customer in this regard. It does not include support for all the Customer's users
unless otherwise agreed.
5.7 The Company will use its best efforts to reply to the Customer's support queries
within one business week.
6. Prices and payment
6.1 The Customer shall pay the fees in accordance with the Company’s designated
licensee or sub-licensee appointed in the relevant territory and these Terms, unless a
special agreement has been reached.
6.2 The Company is entitled in its sole discretion to change the prices and the Terms.
Changes will be notified in writing or by email to the Customer no later than four
weeks before such changes take effect, which will be at the earliest from the
following subscription period. The changes are deemed accepted by the Customer
unless the Customer terminates the subscription agreement with usual notice.
6.3 In addition to the above, the Company is entitled to change its prices according
to changes in currency rates and general price changes (inflation). Such price
adjustments will not be notified to the Customer before taking effect.
6.4 The Customer must pay invoices no later than the due date of the Company’s
Licensee or Sub-Licensees invoice.
6.5 If the Company’s Licensee or Sub-Licensee’s invoice is not duly paid after three
reminders, the Company Licensee or Sub-Licensee is entitled to suspend the
Customer’s access to the Product and the Customer's data without further notice.
The suspended access does not release the Customer from its obligation to pay the
invoice and other accruing fees thereafter.
6.6 If the Customer creates more users in addition to the tier comprised by the
subscription or subscribes to optional modules, an invoice will be issued for the
additional subscription fee for the remaining current subscription period calculated
from the beginning of the month of ordering.
6.7 If the Customer reduces the number of users outside the tier comprised by the
subscription, changes the license type and/or adds/deletes additional modules, the
subscription fee will be adjusted accordingly beginning at the time of the following
subscription period. Prepaid subscription fees for the then-current subscription
period will not be refunded.
6.8 The Customer accepts to receive written invoices and reminders and also sent by
email.
6.9 Customers with residence outside the EU will not pay VAT. UK VAT will be
added to the license price for all UK based customers. For customers with other EU
residence and a valid VAT number no UK VAT will be added to the license price. For
customers with other EU residence and no valid VAT number UK VAT will be added
to the license price.
7. Free trial
7.1 The Company, Company Licensee or Sub-Licensee may offer the Customer one
trial subscription for the Product. The trial subscription is not subject to payment of
subscription fees by the Customer.
7.2 If the Customer does not subscribe to the Product before the trial period expires,
the Company will without notification terminate the Customer’s access to the
Product upon expiry of the trial period and delete the Customer’s trial account and
data.
7.3 Subject to clauses 7.1 - 7.2, these Terms apply to the trial period of the Product.
However, the Company does not have any obligations during the trial period and
undertakes no liabilities for access and use or inability or failure to access or use of
the Product.
8. Term and termination
8.1 The initial subscription period is Twelve (12) months from the ordering date of
the Product. Hereinafter, the subscription period is automatically renewed for
successive periods of 12 months unless otherwise agreed. The Customer is entitled
to terminate the subscription agreement no later than four (4) weeks before the
commencement of a new. If the subscription is not terminated within this
timeframe, it is automatically renewed.
8.2 The Company may terminate the subscription agreement immediately if the
Customer materially breaches the Terms.
8.3 In case of termination of the subscription agreement, the Customer will not be
allowed to access and use the Product at the time of expiry/termination of the
agreement. The Customer acknowledges and agrees that the Company is entitled to
delete the Customer as user and terminate the Customer’s access to the Product
without further notice.
8.4 Prepaid subscription fees will not be refunded in any circumstances.
8.5 Upon termination of the subscription agreement, the Company will: Delete the
Customer's data immediately if instructed by the Customer to do so. Otherwise the
Company will store the Customer’s data for a period of not less than 12 months
calculated from the day after the termination of the subscription.
8.6 If at the time of 30 days after expiry/termination of the subscription agreement,
the Customer has any unpaid invoices, the Company is entitled to delete the data
without any further notice.
8.7 Upon termination of the subscription agreement, the Company is obliged to
assist the Customer in extracting data from the system. The Customer will be
invoiced and must pay for this prior to the extractation the data.
9. Warranties
9.1 The Customer warrants to the Company that its use of the Product is legal in
every respect and that the Customer and its users, whether internal or external,
adhere to these Terms. The Customer will indemnify and hold the Company
harmless from any third party claims arising out of the Customer’s use of the
Product, including claims concerning unsolicited emails and other marketing
activities.
9.2 The Customer warrants that it is entitled to process its customer data in the
Product under applicable law and will indemnify the Company of any claim and/or
loss in this regard.
10. Disclaimer of warranties
10.1 The Company disclaims any and all warranties, representations and conditions,
whether express, implied or statutory, including without limitation any warranties,
duties or conditions of or related to merchantability, fitness for a particular purpose,
lack of, accuracy or completeness of responses, results, correspondence to
description, non-infringement, workmanlike effort and lack of negligence with
respect to the Product, and the entire risk related thereto remain solely with the
Customer.
11. Data protection
11.1 The Customer owns the rights to its data as data controller, and the Company
acts as data processor on the Customer's behalf. All processing by the Company of
the personal data and other data provided by the Customer shall be in accordance
with the applicable laws. The Company’s processing of personal data on behalf of
the Customer shall therefore only be done in order to enhance the Product and shall
be subject to the Customer’s written instructions.
11.2 As the Company is data processor and the Customer is data controller, the
parties obligations regarding the processing of personal data are regulated in the
data processing agreement. By accepting these Terms, the Customer also accepts the
data processing agreement.
11.3 The Customer is obligated to keep user logins and passwords to the Product
secret from any unauthorized users or third parties.
11.4 The Customer is obligated to ensure that the personal data provided by the
Customer and used in the Product is processed by the Customer in accordance with
all applicable laws. The Customer is obligated to ensure that the Customer’s data
provided in the Product, including personal data, do not violate any third party
intellectual property rights and/or any applicable legislation. The Company is
entitled to delete any data that in the sole discretion of the Company constitutes a
breach of the aforesaid undertaking by the Customer, and the Customer will not be
entitled to any compensation in that respect.
12. Assignment
12.1 The Company is entitled to assign all of its rights and obligations pursuant to the
subscription agreement, including these Terms to a third party
12.2 The Customer cannot assign its rights and obligations pursuant to the
subscription agreement to a third party without the prior consent of the Company.
Such content must not be unreasonably withheld.
13. Intellectual property rights
13.1 The Company retains all intellectual property rights, including without limitation
copyrights, patent rights, trademark rights, know-how etc., in and to the Product.
The Company does in no way assign, transfer or grant any rights to any of its
intellectual property rights to the Customer.
13.2 The Customer is not allowed to assign, license, sell, rent out, lend out, hand
over, or pass on the license to the Product to a third party without the written
consent of the Company.
13.3 The Customer is not entitled to copy, reverse-engineer, disassemble,
decompile, change or modify the Product or in any other way attempt to investigate,
tamper with and/or discover the source code and/or the structural framework
and/or the principles on which the Product is based except as expressly permitted
under mandatory applicable law.
13.4 The Customer is not entitled to change or remove any marks and notices
concerning copyright, patents, trademarks or other rights placed on, applied to or
otherwise implemented in the Product.
14. Limitation of liability
14.1 The liability of either party is subject to the ordinary rules of English law, save
for the exceptions and limitations as expressly set out in these Terms.
14.2 The Company will only be liable for the Product and excludes liability for any
other products, services, tasks or services provided by hosting providers and/or
agents acting on behalf of the Company. In no event will the Company be liable for
the services, tasks or obligations to be performed by the Customer and/or any third
party.
14.3 The Company will not be liable for any direct, indirect, punitive or other
damages or losses including, without limitation, damages for loss of profits, business
interruption, loss of data or the restoration thereof (except as expressly set out in
clause 14.4 below), product liability or personal injury arising out of the use of or
inability to use the Product or data, including, but not limited to, business
interruption, lost business or lost profits or savings. The aforesaid exclusions and
limitations apply irrespective of whether such damages or losses are caused by acts
or omissions by the Company attributable to the Company as negligent (including
both gross and simple negligence) or incidental.
14.4 As regards loss of data, the sole liability of the Company is - to the extent
commercially reasonably – to attempt to restore any lost data based on the most
recent back-up copy available. Any and all liability for data irreversibly lost,
irrespective of the Company’s commercially reasonable efforts to restore such data,
is limited in accordance with clause 14.5.
14.5 In addition to the exclusions and limitations of liability set forth in clause 10 and
this clause 14, the entire liability of the Company (whether in contract, tort, gross or
ordinary negligence, strict liability, breach or termination of contract, claim of
repayment or proportionate repayment, by statute or otherwise) to pay any
damages, compensation or any other amounts during the term of these Terms is
limited and capped to an aggregate amount equal to the total aggregate license fee
actually paid by the Customer to the Company for the provision of the Product
during the preceding twelve (12) months prior to the act or omission that the liability
arises from. Furthermore, the Company’s liability towards the Customer cannot in
any circumstances, separately or all together, exceed UK £5,000.
14.6 A party will not be liable for non-performance of its obligations (other than
failure to pay any amounts due) in the event that a situation arises beyond its
reasonable control including failure or breakdown of telecommunications networks
and lines, regulations by government authorities, lock-outs, strikes, infrastructure
breakdowns, natural disasters, epidemics, pandemics, acts of terrorism, fires, floods,
storms, fire storms, sabotage, vandalism, caused by computer virus, hacking, war,
civil wars, riots, nuclear disaster etc. which such party did not take into account prior
to the execution of these Terms unless the other party (except if performance is de
facto impossible) agrees to compensate the affected party for any additional costs
incurred as a consequence of a situation beyond such party’s reasonable control.
15. Confidentiality
15.1 All confidential information received by either party from the other party must
be held in complete confidence by the receiving party and its directors, employees,
advisers or representatives, and must not without the prior written consent of the
Company be used for any purpose other than in connection with the fulfillment of
the subscription agreement.
15.2 Confidential information does not include information which (i) has already
passed into the public domain other than through breach of this confidentiality
obligation; (ii) has been received from an independent third party other than
through breach of a confidentiality obligation; or (iii) the Customer can demonstrate
has been independently developed by that party prior to disclosure.
15.3 All advertising, press releases, public announcements and public disclosures by
a party relating to the subscription must be approved by both parties prior to release
to any third party. This clause does not prevent a party from making such press
releases, public announcements or public disclosures as may be required by law or
otherwise are reasonably justified to protect a party’s legitimate interests.
15.4 The termination of the subscription agreement will not affect the parties'
obligations under this clause 15.
16. Governing law and venue
16.1 The Customer’s subscription agreement, including these Terms, is governed by
English law, however, excluding (i) any rules concerning choice of law and (ii) the UN
Convention on Contracts for the International Sale of Goods (“CISG”), which do not
apply.
16.2 Any dispute between the Company and the Customer arising out of the
subscription and the Terms will be subject to the jurisdiction of the ordinary courts
of England.
Our registered address is; Turfkeeper Ltd, 53 Wood Street, Ashton-Under-Lyne, Lancashire, OL6 7NB.
You can contact us by email to support@turfkeeper.com.