DEADMANZ HANDLE LTD
Subscription Terms and Conditions
Deadmanz Handle has developed certain software applications and platforms which it makes available to subscribers via the internet.
Deadmanz Handle agrees to provide and the Subscriber agrees to take and pay for Deadmanz Handle's service subject to these subscription terms and conditions ("Conditions").
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in these Conditions. "Annual Subscription" means an annual subscription to use the Services
commencing on the Effective Date and lasting for 12 months thereafter;
- Bronze Level - the default level of Encryption as published by Deadmanz Handle from time to time; "Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
- Effective Date - the date upon which the Subscriber is first able to access the Services;
- Encryption - a technique for converting data (such as text, sounds or images) into another form (a cipher) which cannot be read by third parties;
- Gold Level - the highest level of Encryption as published by Deadmanz Handle from time to time; "Lifetime Subscription" a one off subscription to use the Services equating to 100 years;
- Monthly Subscription - a rolling month by month subscription to use the Services commencing on the Effective Date;
- Services - means the subscription services provided by Deadmanz Handle to the Subscriber under these Conditions via www.timedvault.com or any other website notified to the Subscriber by Deadmanz Handle from time to time;
- Silver Level - the mid-level of Encryption as published by Deadmanz Handle from time to time; "Software" means the online software applications provided by Deadmanz Handle as part of the Services;
- Subscriber - the individual, firm or institution who subscribes for the Services;
- Subscriber Data - means the data inputted and/or uploaded by the Subscriber or Deadmanz Handle on the Subscriber's behalf for the purpose of using the Services or facilitating the Subscriber’s use of the Services;
- Subscription Fees - means the subscription fees payable by the Subscriber to Deadmanz Handle for the User Subscription, as published by Deadmanz Handle from time to time;
- Subscription Term - has the meaning given in clause 12.1;
- Support Services - means Deadmanz Handle's support services as made available at www.timedvault.com or such other website address as may be notified to the Subscriber from time to time;
- User Subscription - means the user subscription purchased by the Subscriber pursuant to clause 8.1 entitling the Subscriber to access and use the Services in accordance with these Conditions;
- Virus - means any thing or device (including any software, code, file or programme) 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 programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme 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.
1.2 Clause headings shall not affect the interpretation of these Conditions.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal
representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender
shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the Effective Date.
1.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.
1.8 A reference to writing or written includes e-mail but not fax.
1.9 References to clauses are to the clauses of these Conditions.
2. User Subscription
2.1 Subject to the Subscriber purchasing the User Subscription in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and
conditions of these Conditions, Deadmanz Handle hereby grants to the Subscriber a non-exclusive, non-transferable right to use the Services during the
Subscription Term.
2.2 The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
2.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.2.2 facilitates illegal activity;
2.2.3 depicts sexually explicit images;
2.2.4 promotes unlawful violence;
2.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.2.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and Deadmanz Handle reserves the right, without liability or
prejudice to its other rights to the Subscriber, to disable the Subscriber’s access to any material that breaches the provisions of this clause or in its
sole discretion the Services.
2.3 The Subscriber shall not:
2.3.1 except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties: (a) and except to the extent
expressly permitted under these Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download,
display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or (b) attempt to reverse compile,
disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.3.2 access all or any part of the Services in order to build a product or service which competes with the Services; or
2.3.3 use the Services to provide services to third parties; or
2.3.4 subject to clause 13.9, license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit, or otherwise make the Services
available to any third party; or
2.3.5 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
2.4 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 Deadmanz Handle.
3. Services
3.1 Deadmanz Handle shall, during the Subscription Term, provide the Services to the Subscriber on and subject to these Conditions.
3.2 Deadmanz Handle shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week but gives
no guarantee or warranty in this regard.
3.3 Deadmanz Handle will, as part of the Services and at no additional cost to the Subscriber, provide the Subscriber with Deadmanz Handle’s Support
Services. Deadmanz Handle may amend the Support Services in its sole and absolute discretion from time to time.
4. Subscriber Data
4.1 The Subscriber shall own all right, title and interest in and to all of the Subscriber Data and shall have sole responsibility for the legality, reliability, integrity,
accuracy and quality of the Subscriber Data.
4.2 Deadmanz Handle shall, subject to clause 5, follow its archiving procedures for Subscriber Data. In the event of any loss or damage to Subscriber Data,
the Subscriber's sole and exclusive remedy shall be for Deadmanz Handle to use reasonable commercial endeavours to restore the lost or damaged
Subscriber Data from the latest back-up (if any) of such Subscriber Data maintained by Deadmanz Handle. Deadmanz Handle shall not be responsible for
any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by Deadmanz Handle
to perform services related to Subscriber Data maintenance and back-up).
4.3 Deadmanz Handle shall, in providing the Services, comply with its Data Protection Policy relating to the privacy and security of the Subscriber Data available
at www.timedvault.com or such other website address as may be notified to the Subscriber from time to time, as such policy may be amended from
time to time by Deadmanz Handle in its sole discretion.
4.4 If Deadmanz Handle processes any personal data on the Subscriber’s behalf when performing its obligations under these Conditions, the parties record their
intention that the Subscriber shall be the data controller and Deadmanz Handle shall be a data processor and in any such case:
4.4.1 the Subscriber acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Subscriber
is located in order to carry out the Services and Deadmanz Handle’s other obligations under these Conditions;
4.4.2 the Subscriber shall ensure that the Subscriber is entitled to transfer the relevant personal data to Deadmanz Handle so that Deadmanz Handle
may lawfully use, process and transfer the personal data in accordance with these Conditions on the Subscriber's behalf;
4.4.3 the Subscriber shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and
transfer as required by all applicable data protection legislation;
4.4.4 Deadmanz Handle shall process the personal data only in accordance with the terms of these Conditions and any lawful instructions reasonably
given by the Subscriber from time to time; and
4.4.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its
accidental loss, destruction or damage.
5. Encryption
5.1 All Subscriber Data is subject to Encryption by default and Deadmanz Handle offers different service levels of Encryption as follows:
5.1.1 Bronze Level – default Encryption, Subscriber Data is stored on Deadmanz Handle's servers, encrypted but without a unique private encryption key;
5.1.2 Silver Level – default Encryption plus a Subscriber can choose to encrypt their data with a unique private key - a copy of this encryption key will
be held by Deadmanz Handle; or
5.1.3 Gold Level – default Encryption plus a Subscriber can choose to encrypt their data with a unique private key - a copy of this encryption key will
not be held by Deadmanz Handle. The Subscriber will be wholly responsible for holding the only encryption key to decrypt the Subscriber Data.
6. Deadmanz Handle's Obligations
6.1 Deadmanz Handle undertakes that the Services will be performed with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to
Deadmanz Handle's instructions, or modification or alteration of the Services by any party other than Deadmanz Handle or Deadmanz Handle's duly
authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Deadmanz Handle will, at its expense, use all
reasonable commercial endeavours to correct any such non-conformance promptly.
Such correction constitutes the Subscriber's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
Notwithstanding the foregoing, Deadmanz Handle:
6.2.1 does not warrant that the Subscriber's use of the Services will be uninterrupted or error-free; and
6.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks
and facilities, including the internet, and the Subscriber acknowledges that the Services may be subject to
limitations, delays and other problems inherent in the use of such communications facilities.
6.3 Deadmanz Handle warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its
obligations under these Conditions.
7. Subscriber's Obligations
7.1 The Subscriber shall:
7.1.1 provide Deadmanz Handle with: (a) all necessary co-operation in relation to their Subscription; and (b) all necessary access to such information as
may be required by Deadmanz Handle; in order to provide the Services;
7.1.2 comply with all applicable laws and regulations with respect to its use of the Services;
7.1.3 carry out all other Subscriber responsibilities set out in these Conditions in a timely and efficient manner. In the event of any delays in the Subscriber's
provision of such assistance as agreed by the parties, Deadmanz Handle may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.1.4 ensure that any person authorised by the Subscriber uses the Services in accordance with these Conditions and shall be responsible for any such
persons breach of these Conditions; and 7.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Deadmanz
Handle, its contractors and agents to perform their obligations under these Conditions, including without limitation the Services.
8. Charges and Payment
8.1 The Subscriber shall pay the Subscription Fees to Deadmanz Handle in accordance with this clause 8.
8.2 The Subscriber shall provide Deadmanz Handle with such valid, up-to-date and complete payment details (including without limitation credit card details) as
Deadmanz Handle may reasonably require to facilitate payment of the Subscription Fees. Subscription Fees are payable:
8.2.1 monthly in advance with regard to Monthly Subscriptions;
8.2.2 annually in advance with regard to Annual Subscriptions; and
8.2.3 as a one off payment with regard to Lifetime Subscriptions, and Deadmanz Handle will, subject to clause 12, take payments automatically prior to renewal
(applicable to Monthly Subscriptions and Annual Subscriptions).
8.3 In the event of an unsuccessful payment upon renewal, Deadmanz Handle may, without liability to the Subscriber, disable the Subscriber’s password, account
and access to all or part of the Services and Deadmanz Handle shall be under no obligation to provide any or all of the Services while any Subscription Fees
remain unpaid.
8.4 All amounts and fees stated or referred to in these Conditions:
8.4.1 shall unless otherwise agreed in writing by Deadmanz Handle be payable in pounds sterling;
8.4.2 are, subject to clause 11.4.2, non-cancellable and non-refundable; and
8.4.3 are exclusive of value added tax, which shall be added at the appropriate rate.
9. Proprietary Rights
9.1 The Subscriber acknowledges and agrees that Deadmanz Handle and/or its licensors own all intellectual property rights in the Services. Except as expressly
stated herein, these Conditions do not grant the Subscriber any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks
(whether registered or unregistered), or any other rights or licences in respect of the Services other than in accordance with these Conditions.
9.2 Deadmanz Handle confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance
with, the terms of these Conditions.
10. Indemnity
10.1 The Subscriber shall defend, indemnify and hold harmless Deadmanz Handle against claims, actions, proceedings, losses, damages, expenses and costs
(including without limitation court costs and reasonable legal fees) arising out of or in connection with the Subscriber's use of the Services, provided that the
Subscriber is given prompt notice of any such claim.
11. Limitation of Liability
11.1 This clause 11 sets out the entire financial liability of Deadmanz Handle (including any liability for the acts or omissions of its employees, agents and
sub-contractors) to the Subscriber:
11.1.1 arising under or in connection with the Subscription;
11.1.2 in respect of any use made by the Subscriber of the Services or any part of them; and
11.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Subscription.
11.2 Except as expressly and specifically provided in these Conditions:
11.2.1 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent
permitted by applicable law, excluded from these Conditions; and
11.2.2 the Services are provided to the Subscriber on an "as is" basis.
11.3 Nothing in these Conditions excludes the liability of Deadmanz Handle:
11.3.1 for death or personal injury caused by Deadmanz Handle's negligence; or
11.3.2 for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.2 and clause 11.3:
11.4.1 Deadmanz Handle shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution
or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure
economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Conditions
or in connection with the Services;
11.4.2 Deadmanz Handle's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or
otherwise, arising in connection with the performance or contemplated performance of these Conditions shall be limited to the total Subscription
Fees paid for the User Subscription during the 12 months immediately preceding the date on which the claim arose; and
11.4.3 Deadmanz Handle shall not be liable for loss of Subscriber Data in the event of loss of the encryption key at Bronze Level Encryption.
12. Term and Termination
12.1 The Subscriber's subscription shall, unless terminated in accordance with this clause 12 or as otherwise agreed in writing by Deadmanz Handle,
commence on the Effective Date and continue thereafter in the case of:
12.1.1 a Monthly Subscription on an automatically renewing month by month basis save that the Subscriber may terminate their subscription by
giving of no less than five Business Days' notice prior to the monthly renewal date using the 'cancel my subscription' section of the manage
account area on the website www.timedvault.com (failure to give such notice will result in the Subscription automatically renewing for a
further month and the Subscription Fees being due for payment in full (without rebate));
12.1.2 an Annual Subscription for a period of 12 months; or
12.1.3 a Lifetime Subscription for a period of 100 years, the "Subscription Term".
12.2 Without affecting any other right or remedy available to it, Deadmanz Handle may terminate these Conditions with immediate effect by giving written
notice to the Subscriber if:
12.2.1 the Subscriber commits a material breach of any other term of these Conditions;
12.2.2 the Subscriber repeatedly breaches any of the terms of these Conditions in such a manner as to reasonably justify the opinion that its conduct
is inconsistent with it having the intention or ability to give effect to the terms of these Conditions.
12.3 On termination for any reason:
12.3.1 all licences granted under these Conditions shall immediately terminate;
12.3.2 Deadmanz Handle may destroy or otherwise dispose of any of the Subscriber Data in its possession unless Deadmanz Handle receives, no later
than ten days after the effective date of the termination of these Conditions, a written request for the delivery to the Subscriber of the then most
recent back-up of the Subscriber Data. Deadmanz Handle shall use reasonable commercial endeavours to deliver the back-up to the Subscriber
within 30 days of its receipt of such a written request, provided that the Subscriber has, at that time, paid all fees and charges outstanding at and
resulting from termination (whether or not due at the date of termination). The Subscriber shall pay all reasonable expenses incurred by Deadmanz
Handle in returning or disposing of Subscriber Data; and
12.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages
in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
13. General
13.1 Force Majeure. Deadmanz Handle shall have no liability to the Subscriber under these Conditions if it is prevented from or delayed in performing its
obligations under these Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including,
without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Deadmanz Handle or any other party), failure of a
utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law
or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or
sub-contractors, provided that the Subscriber is notified of such an event and its expected duration.
13.2 Variation. Deadmanz Handle reserves the right to vary these Conditions from time to time and in its sole discretion provided always that
Deadmanz Handle shall endeavour to give the Subscriber no less than 2 months notice of any such variation.
13.3 Waiver. No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law 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. No single or partial
exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.4 Rights and Remedies. Except as expressly provided in these Conditions, the rights and remedies provided under these Conditions are in addition to,
and not exclusive of, any rights or remedies provided by law.
13.5 Severance. If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be
invalid, unenforceable or illegal, the other provisions shall remain in force.
13.6 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with
whatever modification is necessary to give effect to the commercial intention of the parties.
13.7 Entire Agreement. These Conditions and any documents referred to in them, constitute the whole agreement between the parties and supersede any
previous arrangement, understanding or agreement between them relating to the subject matter they cover.
13.8 Each of the parties acknowledges and agrees that in entering into these Conditions it does not rely on any undertaking, promise, assurance,
statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Conditions or not) relating
to the subject matter of these Conditions, other than as expressly set out in these Conditions.
13.9 Assignment. The Subscriber shall not, without the prior written consent of Deadmanz Handle, assign, transfer, charge, sub-contract or deal in any other
manner with all or any of its rights or obligations under these Conditions.
13.10 Deadmanz Handle may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations
under these Conditions.
13.11 No Partnership or Agency. Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or
authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or
(otherwise to bind the other in any way including, but not limited to, the making of any representation or warranty,
the assumption of any obligation or liability and the exercise of any right or power).
13.12 Third Party Rights. These Conditions do not confer any rights on any person or party (other than the parties to these Conditions and, where applicable, their
successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
13.13 Notices. Any notice required to be given under these Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or
recorded delivery post to the other party at its address set out in these Conditions, or such other address as may have been notified
by that party for such purposes, or sent by email to the other party.
13.14 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first
Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to
have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be
deemed to have been received at 9am on the first Business Day immediately following the date of transmission.
13.15 Governing Law. These Conditions and any dispute or claim arising out of or in connection with them or their 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.
13.16 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of
or in connection with these Conditions or the Services (including non-contractual disputes or claims).