Terms & Conditions

Definitions

1 'Content' means content of any type provided by the Client to Dod's Parliamentary Communications as part of ePolitix, Dods Monitoring or DodOnLine.

2 'ePolitix membership' includes the stakeholder section provided as part of ePolitix.

3 'Information' means all content, information and data provided to, or accessed by the Client as part ofthe Service.

Term and Termination

4 This Agreement is effective on the Commencement Date, for the Initial Term, and thereafter shall continue on an annual basis unless;

4.1 Terminated, after the Initial Term, by written notice from one party to the other at least 180 days prior to the end of the then current year of the Agreement;

4.2 Terminated by written notice from one party to the other at least 180 days prior to the end of the then current year of the Agreement;

4.3 Upon notice by either party to the other if the party receiving the notice is in material breach of this Agreement such breach, if capable of remedy not having being remedied within 30 days of written notice to do so.

Payment of Fees

5 Payment for the Services is payable in advance on signing this Agreement at the period specified in the Payment Terms.

6 Dod's Parliamentary Communications reserves the right to vary the Subscription Fee, at its discretion, on each anniversary of this Agreement.

7 The Client warrants that it will pay all fees due immediately upon receipt of an invoice.

8 If the Client fails to pay any sum when due, Dod's Parliamentary Communications shall be entitled to charge interest on the amount due at the rate of 2% per annum above the then prevailing HSBC base rate and/or suspend operation of any part of the Service until payment is received in full.

Warranties

9 The Client warrants that:

9.1 It is the legal owner of the intellectual property rights in any Content supplied by it;

9.2 No Content supplied by it will contain data that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, libellous, invasive of another's privacy, racially or ethnically offensive, hateful or otherwise unlawful;

9.3 Any Content supplied by it will comply with all provisions of the Data Protection Act 1998;

9.4 It will take reasonable steps to protect the Service and its Information from unauthorised copying, publication, disclosure or distribution, including instructing employees, consultants and others having access as per the "obligations of the parties" in this Agreement;

9.5 It will not resell or otherwise distribute the Information in whole or in part without the prior written consent of Dod's Parliamentary Communications.

Indemnity

10 The Client agrees to indemnify Dod's Parliamentary Communications and keep Dod's Parliamentary Communications fully and effectively indemnified against any loss, damage, cost or expense (including, without limitation, reasonable professional fees and expenses) arising directly or indirectly out of breach of its obligations, warranties and/or undertakings in this Agreement.

Intellectual Property Rights

11 All intellectual property rights in the Service remain with Dod's Parliamentary Communications. This Agreement does not convey to the Client any interest or title in or to the Service.

12 Dod's Parliamentary Communications shall be entitled, to refer to the Client either in written or pictorial form in its promotional materials, including use of its trade marks or logos.

Hosting and Content

13 Dod's Parliamentary Communications will host all Content provided under this Agreement, on infrastructure having 'Industry Standard' security applied.

14 Where requested, Dod's Parliamentary Communications will as soon as is practicable, make any additions modifications or deletions to the Content requested by the Client.

15 The Client agrees that Dod's Parliamentary Communications may, in its absolute discretion, remove any Content which in its opinion is in breach of the warranties in clauses 9.2 & 9.3.

16 Where in Dod's Parliamentary Communications reasonable opinion the offending content cannot be removed, or where the Client has repeatedly supplied or inputted offending content Dod's Parliamentary Communications may, in its sole discretion either suspend the operation of the Service or terminate this Agreement.

17 This Agreement does not provide for any form of editorial service of the Clients' Content unless otherwise agreed.

Limitation of Liability

18 Dod's Parliamentary Communications liability under these terms and conditions shall be limited to loss or damage arising directly out of any breach of its obligations under this Agreement or its own negligence or wilful misconduct.

19 Any liability of Dod's Parliamentary Communications howsoever arising shall be limited to the payments made by the Client under this Agreement in respect of the year in question up to the date of the alleged default.

20 Dod's Parliamentary Communications shall not be liable for any indirect, special or consequential loss or damage arising out of or in connection with this Agreement.

21 Nothing in this Agreement shall operate to exclude the liability of either party for death or personal injury caused by its negligence.

Miscellaneous

22 Dod's Parliamentary Communications gathers Information for the Services from a variety of sources. Such information may from time to time be subject to specific terms and conditions as to its use and dissemination. The Client agrees to be bound by such specific terms and conditions where it is notified of such terms or conditions prior to their receipt by the Client.

23 Any notices to be given under this Agreement shall be delivered by hand or sent by first-class post or electronic mail to the person at the address or email address of the other party as set out in the order form.

24 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999.

25 Any waiver by a party of a breach of any provision shall not be considered to be a waiver of a subsequent breach of the same or any other provision.

26 These terms and conditions shall be governed by and construed in accordance with the laws of England and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

27 The Client may not assign, or transfer its rights under this Agreement in any way.

28 Both parties acknowledge and agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

29 This Agreement embodies the entire understanding of the parties.

30 The Client acknowledges and agrees that in entering into this Agreement the Client does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person other than as expressly set out in this Agreement.

31 Time shall not be of the essence in relation to this Agreement.

32 The Client acknowledges and accepts that Dod's Parliamentary Communications does not warrant that the whole or any part of the Service will be continuously available. Where downtime is within the control of Dod's Parliamentary Communications, it will use its reasonable endeavours to keep it to a minimum and where practible will notify the Client of any pending downtime

ePolitix / ePolitixLocal

33 The Client acknowledges that ePolitix Membership includes access to the stakeholder section for the purpose of enhancing information and debate in the political arena. Accordingly, the Client agrees without limitation, to not use the stakeholder section for sales promotion or other commercial purposes. This provision shall be without prejudice to any links within the stakeholder section to pages on your organisation's main website(s);

34 The Client agree to provide such assistance as is reasonably required by Dod's Parliamentary Communications for the design, build and maintenance of any facility within the stakeholder section including, but not limited to:

34.1 timely delivery of content to be included in the facility, to Dod's Parliamentary Communications, in a form reasonably required by it;

34.2 providing as appropriate access to and the co-operation of the staff within your organisation identified in the order form;

34.3 reviewing the facility, prior to its going live and notifying Dod's Parliamentary Communications within 14 days of being provided with access to the test the facility, of any changes required to be made. Failure to notify Dod's Parliamentary Communications of any such changes shall be deemed, on expiry of 14 days following the provision of access to the test facility to constitute acceptance of the test facility.

35 Excluding Content recorded on DodOnLine, Dod's Parliamentary Communications may make fair use of any Content provided by the Client.

DodOnLine

36 Included in the Subscription Fee is 1 hour training. Dod's Parliamentary Communications reserve the charge for additional training.

37 Ownership of all Content input to the DodOnLine service under this Agreement remains with the Client at all times.

38 The Service may be used by the Client provided that concurrent access to the Service, where applicable, is limited to the number of users specified in the Order Form.

39 The Client is permitted to use fifty (50) Megabyte space for its proprietary data. Dod's Parliamentary Communications reserve the right to separately charge the Client for additional space.

40 Dod's Parliamentary Communications agree to provide reasonable telephone support for DodOnLine during business hours.

41 On termination of this Agreement for any reason, Dod's Parliamentary Communications will make available, at your request, any Content input into DodOnLine in raw text or CSV format.

Dods Monitoring

42 The Client must notify Dod's Parliamentary Communications of the name(s) of the recipient(s) of the Dods Monitoring Service. The Client agrees to keep Dods Monitoring updated throughout the currency of this Agreement.

43 Unless expressly varied in the order form the Client may keep one copy of the Information received as part of the Dods Monitoring monitoring, whether in hard copy, digital form and may maintain one archive or back-up copy of the Information (in whatever form).

44 Delivery methods and media will be agreed, but if not agreed, shall be selected by Dod's Parliamentary Communications in its reasonable discretion. Dod's Parliamentary Communications agrees to accommodate the Clients reasonable requests relating to the medium by which the Services will be delivered.

45 The Client agrees to re-imburse to Dod's Parliamentary Communications any expenses incurred on request of the Client.

46 This Agreement includes reasonable use of the Dods Monitoring hotline service. Dods Monitoring reserve the right to charge separately for any additional time required.

47 The Dods Monitoring Subscription Fee entitles the Client to receive monitoring services, sent to a single group of email recipients. Dod's Parliamentary Communications reserve the right to charge a separate amount where the Client requires monitoring information to be provided to more than one grouping of email recipients.

48 Ad hoc items excluded from the scope of Dods Monitoring services provided under this Agreement;

48.1 Any publications bought in by Dods Monitoring for the specific purpose of servicing the Client account (such as legislation, white/green papers, marshalled lists of amendments, select committee reports).

48.2 Any items expressly ordered by Dods Monitoring on behalf of the Client and passed on to the Client by Dods Monitoring.

48.3 Any request for information that is above and beyond the normal terms of the service to the Client. This would include any requests for committee attendance, personal profiles, obtaining nonparliamentary or Stationery Office publications or any other general research.