Authenticate

Authenticate - Terms and Conditions

AUTHENTICATE – USER AGREEMENT – BASIC LEVEL

Our mission is to connect the Global food industry to help create transparency in the food supply chain. Our services aim to provide its Members with the ability to connect with other Members to provide full chain of custody of goods from primary production to point of sale to the consumer and to share other data confidentially between parties

THIS USER AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (THE ‘MEMBER’) AND AUTHENTICATE INFORMATION SYSTEMS LTD (AIS), IN RESPECT OF BASIC MEMBERSHIP TO THE AUTHENTICATE PLATFORM AND THE SERVICES PROVIDED BY AIS

IF YOU DO NOT AGREE WITH THE TERMS OF USE OR HAVE AGREED TO OR WISH TO ENTER INTO DIFFERENT TERMS, PLEASE DO NOT CLICK “ACCEPT” AND CALL CLIENT SERVICES ON +44(0)1423 548583

1.DEFINITIONS

As used in this Agreement, the following defined terms apply

1.1. Agreement: means this User Agreement, as may be amended from time to time

1.2. Authorised Users: A maximum of 2 nominated parties of the Member authorised by AIS and the Member to use the Services and be provided with a User Name and Password

1.3. Member: the legal entity named as “Member Company” on the online Platform Membership Form completed at the time of acceptance of the Agreement

1.4. Member Data: the data input by the Member for the purpose of using the Services

1.5. Services: the parts and functionality of the website application made available to Basic Members deployed as a hosted service and accessed through a User Name and Password from the URL www.authenticateis.com and as may be updated from time to time

1.6 Subscriber: Other users of the AIS platform paying a subscription to access data

2. MEMBERSHIP AND RESTRICTIONS

2.1. Subject to the terms of the Agreement, the Member shall be provided with a non-exclusive, non-transferable, worldwide licence to permit Authorised Users to use the Basic Services for its internal business operations and specifically for providing data to other Subscribers

2.2. In relation to Authorised Users, the Member agrees to make every effort to prevent the sharing of User Names

2.3. The Member shall not input, store or distribute any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing of any third party rights, harassing, racially or ethnically offensive or is otherwise illegal or causes damage or injury to any person or property

2.4. The Member shall not copy, modify, license, sell, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise knowingly make the Services available to any third party except to Authorised Users

2.5. The Member shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify AIS

2.6. The Member shall not extract or use personal details (email address, telephone or postal address) of other Authorised Users for general marketing or sales purposes or for any other purposes other than the use of the Services

2.7 The Member shall be responsible for informing all Authorised Users at the Member Organisation of the use of any private information as described in 4.5

3. TERMINATION

3.1. Either Party has a right to terminate this Agreement at any time with notice to the other. On termination, the Member shall lose the right to access or use the Services

3.2. The following shall survive termination;

3.2.1 Other Members/Subscribers rights to further share or use content and information provided up to the date of termination to the extent it has been shared prior to termination

3.2.2 Your Company profile page on the AIS Platform and Directory

3.3. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement that existed at or before the date of termination or expiry

3.4. the Member shall immediately pay to AIS any sums due to AIS under any other Agreement between the Parties

4. MEMBER DATA

4.1. The Member shall retain ownership of all the intellectual property rights of the Member Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Member Data. The Member acknowledges that AIS does not operate or exercise control over, nor accept any responsibility for any Member Data

4.2. Member Data will only be made available to those parties which the Member agrees to share with other Members and Subscribers through its own use of the Services. The Member acknowledges the data provided to other Members or Subscribers may be further shared with other 3rd parties. AIS offers no warranty as to the use of shared data or actions of other Members or Subscribers in this regard

4.3. The Member grants a non-exclusive, worldwide licence to AIS to allow the distribution, communication, display and extraction of the Member Data, only to the extent it is necessary to provide the Services

4.4. The Member grants to AIS a non-exclusive, worldwide licence to access and publish the Member Data to create analytics, benchmarks, trends and other statistical analysis derived from the Member Data for the benefit of AIS

4.5. An integral part of the Services is to permit the communication, connection and sending of requests for data to other Subscribers and Members. To enable this, AIS retains and makes available to other Members and Subscribers contact names, electronic communication addresses (email), phone numbers of Authorised Users at Member companies. This information is displayed on the Member Profile page and elsewhere and maybe used by other Members and Subscribers, allowing them to submit assessments, questionnaires or to submit link requests. It will also be used to communicate changes to the platform, new features and user enhancements. Communication will be by way of formal AIS Notifications or email. Authorised Users may unsubscribe from AIS emails. It is the Member’s responsibility to notify all Authorised Users that this information will appear on the Member Profile page. It is the Member’s responsibility to keep this information up to date

5. NO WARRANTY

5.1. To the extent allowed by law, AIS disclaims all implied warranties and representations (eg accuracy and integrity of data, merchantability, fitness of purpose)

5.2. AIS does not guarantee that the Services will function without interruption or errors

5.3. AIS provides the Services on an ‘as is’ and ‘as available’ basis and reserves the right to change the Services without notification as it sees fit

6. EXCLUSION OF LIABILTIY

6.1. To the extent allowed by law, AIS shall not be liable to the member or others for any indirect, incidental, loss of data, reputation, profits or revenues related to the Services

6.2. In no event shall AIS be liable for any losses arising from the submission of incorrect out of date or misleading data provided by the Member or by any other Member

7. CONFIDENTIALITY

7.1. Each Party shall, during the term of this Agreement keep confidential all information of a confidential nature (including trade secrets and information of commercial value) which may become known to such Party from the other Party and which relates to the other Party, unless that information is public knowledge at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement

7.2. AIS shall have the right to list the Member’s name and logo on the AIS Platform, its public website and in digital communication to other Members or prospective Members through activities designed to broaden Platform Membership of the Platform

8. INTELLECTUAL PROPERTY RIGHTS

8.1. The Member acknowledges that all Intellectual Property Rights, patents, trademarks, trade names, domain names, computer software rights, database rights in the Services belong and shall belong to AIS, and the Member shall have no rights in or to the Services other than the right to use it in accordance with the terms of this Agreement

9. DISPUTE RESOLUTION

9.1. 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

February 2018

AUTHENTICATE - TERMS OF USE - SUBSCRIBER AGREEMENT

THESE TERMS OF USE ARE A LEGAL AGREEMENT BETWEEN YOU (THE ‘SUBSCRIBER’) AND AUTHENTICATE INFORMATION SYSTEMS LTD (AIS), (THE PARTIES) IN RESPECT OF SUBSCRIPTION TO THE AUTHENTICATE PLATFORM, A WEBSITE APPLICATION AND SERVICES PROVIDED BY AIS

IF YOU DO NOT AGREE WITH THE TERMS OF USE OR HAVE AGREED TO OR WISH TO ENTER INTO DIFFERENT TERMS, PLEASE DO NOT CLICK “ACCEPT” AND CALL CLIENT SERVICES ON +44(0)1423 548583

Authenticate Information Systems Ltd (AIS) provides a web-based application, which helps Subscribers provide and share data in respect of supply chains

1.DEFINITIONS

As used in this Agreement, the following defined terms shall apply

1.1. Agreement: means these Terms of Use, as may be amended from time to time and any other documents/addendums/annexes incorporated by reference

1.2. Authorised Users: those employees of the Subscriber or third parties who are authorised by AIS and the Subscriber (up to the maximum number of Authorised Users permitted by the paid Subscription level) to use the Services and have been provided with an authorised User Name and Password by either the Subscriber or AIS

1.3. Cancellation Period: 14 days starting on the day that the Agreement is entered into in accordance with clause 4.3 but subject to clause 4.2

1.4. Cancellation Policies: as defined in clauses 4 and 5

1.5. Subscriber: the legal entity named as “Subscriber Company” on the online Subscriber Form completed at the time of acceptance of the Agreement

1.6. Subscriber Data: the data input by the Subscriber for the purpose of using the Services or facilitating the Subscriber’s use of the Services

1.7. Renewal Period: as defined in clause 3.1

1.8. Services: a variety of different services deployed through a User Name and Password from the URL www.authenticateis.com and as it may be updated from time to time. Additional service-specific terms and conditions apply to some Services. Those Additional Terms will become part of this Agreement if you use those services. You will indicate your agreement to these Additional Terms either by clicking the button indicating your acceptance of the Terms or by using the additional services. A copy of the Additional Terms is hosted on the website under ‘Terms & Conditions’

1.9. Subscriber: the legal entity named as “Subscriber Company” on the online Subscriber Form completed at the time of acceptance of the Agreement

1.10. Subscriber Data: the data input by the Subscriber for the purpose of using the Services or facilitating the Subscriber’s use of the Services

1.11. Subscription: being the Initial Subscription Term under this Agreement together with any subsequent Renewal Periods

1.12. Subscription Fee: the fee payable by the Subscriber to AIS as determined year to year, by the prevailing subscription pricing list, which shall be made available at any time to the Subscriber, on request

2. SUBSCRIBER AGREEMENT AND RESTRICTIONS

2.1. Subject to the terms of the Agreement and conditional upon payment of the Subscription Fees when due, the Subscriber shall be provided with a non-exclusive, non-transferable, worldwide licence to permit Authorised Users to use the Services for the Subscriber’s internal business operations

2.2. In relation to Authorised Users, the Subscriber agrees to make every effort to prevent the sharing of User Names. Each Authorised User will be provided with a User Name and Password for use of the Services and it shall maintain an up to date list of current Authorised Users (including their full names addresses and contact details including email addresses and phone numbers) and provide such list to AIS on request at any time

2.3. The Subscriber agrees to only use the maximum number of product lines as permitted by the level of User Licence. The Subscriber may increase the number of product lines used by contacting AIS and paying the prevailing additional fees for additional product lines

2.4. The Subscriber shall not input, store or distribute any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing of any third party rights, harassing, racially or ethnically offensive or is otherwise illegal or causes damage or injury to any person or property

2.5. The Subscriber shall not copy, modify, license, sell, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise knowingly make the Services available to any third party except to Authorised Users

2.6. The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify AIS

2.7. The Subscriber shall not use contact details (email address or postal address) within the Services for marketing, advertising or new business generation purposes

2.8. The Subscriber shall comply with all applicable laws and regulations with respect to its activities under this Agreement

2.9. The Subscriber shall use all reasonable endeavours to ensure that Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement

3. TERMS OF PAYMENT, RENEWAL AND ACCESS TO THE SERVICES

3.1. The Term of this Agreement shall commence on the Subscriber’s acceptance of these Terms of Use and shall continue for a period of one year or for any different period as agreed in writing by the Parties (‘Initial Subscription Term’). The Subscription will automatically renew for a period equal to the Initial Subscription Term or a period agreed between the Parties (‘Renewal Period’), upon receipt of the applicable renewal Subscription Fee, unless notified in accordance with the Cancellation Policies

3.2. Payment of the Subscription Fee is due on acceptance of the Terms of Use. Payment of the renewal Subscription Fee is due on or before the date of expiry of the Initial Subscription Term or the date of expiry of any subsequent Renewal Period.

3.3. The Subscriber shall be liable to AIS for all Subscription Fees, exclusive of all taxes including VAT. All fees are non-refundable subject to clause 4

3.4. Access to the Services will be provided on acceptance of these Terms of Use and on receipt of the Subscription Fee (if paying by Credit Card) or the receipt of a valid Purchase Order Number from the Subscriber. On receipt of a valid Purchase Order, AIS will send a confirmation email to the Subscriber and provide an invoice, which is payable in full within 15 days. Failure to pay within 15 days may result in the Subscriber being denied further access to the Services in accordance with clause 12.2 until full payment is received or in having the Subscription cancelled

3.5. The Subscriber shall pay the renewal Subscription Fee on or before the expiry of the Initial Subscription Term. Failure to pay by the day of expiry of the Initial Subscription Term may result in suspension or cancellation of the Services in accordance with clause 12 and for a reactivation fee to process the renewal

3.6. The renewal Subscription Fee shall be the list price for the Services at the relevant time, unless by prior agreement by the Parties to this Agreement

4. CANCELLATION POLICY WITHIN 14 DAYS IF THE SUBSCRIBER IS A NATURAL PERSON

4.1. In the event that the Subscriber is a natural person, the Subscriber has a right to cancel the Agreement under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the Cancellation Period subject to clause 4.2. During the Cancellation Period, if the Subscriber decides for any reason that it does not want to receive or keep the Subscription, it shall give notice to AIS of its decision to cancel the Subscription and receive a reimbursement subject to clause 4.2

4.2. The cancellation right does not apply where the Subscriber has begun using the Services during the Cancellation Period. If the Subscriber has begun using the Services during the Cancellation Period, the Subscriber shall pay to AIS an amount which is in proportion to the Services that have been performed until it has communicated to AIS the cancellation of the Subscription, in comparison with the full coverage of the Subscription

4.3. The Subscriber’s right to cancel the Subscription with AIS shall start from the date on which the Subscription begins. The Subscription shall begin when the Subscriber accepts the Terms of Use and receives an e-mail from AIS an e-mail to confirm AIS’ acceptance of the Subscriber’s order. The Subscriber’s deadline for cancelling the Subscription ends 14 days from the date that the Subscription begins. If the Subscriber cancels the Subscription within the Cancellation Period, AIS shall reimburse all payments received from the Subscriber in relation to the Subscription subject to clause 4.2. AIS shall make the reimbursement using the same means of payment as the Subscriber used for the initial transaction, unless AIS and the Subscriber have expressly agreed otherwise. The Subscriber will not incur any fees as a result of the reimbursement

4.4. This clause 4 does not apply if the Subscriber is not a natural person. In the event that the Subscriber is not a natural person, the Subscriber shall only be entitled to cancel its Subscription in accordance with the provisions of clause 5

5. RENEWAL AND CANCELLATION POLICY AFTER 14 DAYS

5.1. This Agreement will automatically renew at the end of each term for a further period of one year unless terminated in accordance with Clause 5.2

5.2. To cancel the Subscription, the Subscriber shall send written notification of its intention to cancel at least 30 days prior to the expiry of the Initial Subscription Terms or any Renewal Period. The Subscriber may give notice by contacting their account manager via email or by post or by sending notice to accounts@authenticateis.com. The Subscriber Data will be removed from the Services. AIS retains the right to charge a nominal administration fee for the provision of the data file

6. SUBSCRIBER DATA

6.1. The Subscriber shall retain ownership of all the intellectual property rights of the Subscriber Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Data. The Subscriber grants a non-exclusive, worldwide right to AIS to distribute, communicate, display and extract the Subscriber Data, and make it available to other Subscribers to the extent it is necessary to provide the Services. The Subscriber acknowledges that AIS does not operate or exercise control over, nor accept any responsibility for any Subscriber Data

6.2. The Subscriber grants to AIS a non-exclusive, worldwide licence to access and publish the Subscriber Data to create analytics, benchmarks, trends and other statistical analysis derived from the Subscriber Data, provided it does not identify the source of the Subscriber Data to any third party

6.3. AIS retains the email addresses of contacts at Subscriber companies as an integral part of the Services. These contact addresses may be made available to other Subscribers through their use of the AIS platform in order to submit assessments, questionnaires or to submit link requests. All email communication will be by way of formal AIS Notifications. Users may unsubscribe from AIS emails

7. AIS WARRANTY

7.1. AIS warrants that:

7.1.1. the Services will be provided in a professional manner and in accordance with generally recognised commercial practices and Standards;

7.1.2. it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement

7.1.3. the functionality of the Services will not be materially decreased during the Subscription Term;

7.1.4. the Services will be provided in accordance with all applicable legislation from time to time in force; and

7.1.5. it shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Subscriber

8. AIS SUPPORT SERVICES AND SOFTWARE FAILURE

8.1. AIS will provide a telephone helpline that will be available during Normal Business Hours (0900 to 1730 UK time, Monday to Friday, except public or bank holidays)

8.2. In the event of a partial software failure of the Services it will respond to any written notice of such failure within 12 hours of the time of the notice and will use all reasonable endeavours to remedy the failure within 15 Business Days

8.3. In the event of total software failure of the Services, AIS will respond to any written notice of total failure within 8 hours of the time of the notice and will use all reasonable endeavours to remedy the failure within 5 Business Days

8.4. AIS will use reasonable endeavours to ensure all maintenance is carried out outside Normal Business Hours to minimise disruption. Notwithstanding this, AIS will give notice of at least 24 hours of any planned maintenance or downtime of the Services

9. CONFIDENTIALITY

9.1. Each Party shall, during the term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such Party from the other Party and which relates to the other Party, unless that information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement. Each Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information

9.2. Neither Party shall make any public announcement concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction. AIS shall have the right to list the Subscriber’s name and logo on its public website to notify to other Subscribers the names of member organisations of the AIS Platform

10. LIMITS OF LIABILITY

10.1 Except as expressly stated, AIS shall not have any liability for any losses or damages which may be suffered by the Subscriber (or any person claiming under or through the Subscriber), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort or otherwise howsoever, which fall within any of the following categories:

10.1.1. loss of profits;

10.1.2. loss of business opportunity;

10.1.3. loss of goodwill; or

10.2.4. loss or corruption of data,

10.2. The total liability of AIS, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Subscription Fee.

10.3. The Subscriber agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) AIS shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.

10.4. The Subscriber agrees that AIS makes no representation about the accuracy, reliability, timeliness, quality, availability or completeness of data entered into the application by itself of by other Subscribers.

10.5. The Subscriber agrees that AIS has no ability to control the transfer of data over the internet by third parties or over the reliability, speed, or availability of internet services. AIS takes no responsibility for any delays or loss of data caused by interruptions of internet availability as a result of third party actions or failures.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. The Subscriber acknowledges that all Intellectual Property Rights, patents, trade marks, trade names, domain names, computer software rights, database rights in the Services belong and shall belong to AIS, and the Subscriber shall have no rights in or to the Services other than the right to use it in accordance with the terms of this Agreement

12. IMMEDIATE TERMINATION

12.1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party, if the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default more than 30 days after being notified in writing to make such payment or if the other Party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so

12.2. Pursuant to clause 12.1, AIS may, without liability to the Subscriber, disable the Subscriber’s password, account and access to all or part of the services and AIS shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid

12.3. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect

12.4. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement that existed at or before the date of termination or expiry

12.5. On termination for any reason:

12.5.1. all rights granted to the Subscriber under this Agreement shall cease;

12.5.2. the Subscriber shall cease all activities authorised by this Agreement;

12.5.3. the Subscriber shall immediately pay to AIS any sums due to AIS under this Agreement; and

12.5.4. any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect

GENERAL PROVISIONS

13.1. No failure or delay by a Party to exercise any right or remedy provided under this Agreement 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

13.2. 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

13.3. This Agreement and any documents annexed as appendices to this Agreement or otherwise referred to herein contain the whole Agreement between the Parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the Parties relating to that subject matter

13.4. Each Party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this agreement

13.5. 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

13.6. 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

December 2016

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