This document governs your use of Codebase. By continuing to use and/or maintain a Codebase account, you agree to these terms.
By registering or maintaining a Codebase account, you agree to these terms.
These terms set out all the terms agreed between us relating to your use of Codebase. They supersede all previous negotiations, understandings and representations.
If you are under 16, we do not agree to provide the Services to you. Similarly, we do not agree to provide the Services to bots or scripts.
In these terms, certain words and phrases have defined meanings:
Consumer means an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession
Intellectual Property Rights means copyright, database right, patents, registered and unregistered design rights, registered and unregistered trade marks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for any of these
Interest Rate means 8% above Barclays Bank plc’s base rate per annum
us; our; we means aTech Media Limited, a company registered in England and Wales with company number 5523199 and a registered office address of Unit 9 Winchester Place, North Street, Poole, Dorset. BH15 1NX
Services means the Codebase services provided by us to you under these terms
Start Date means the date on which you register a Codebase account, or change your Codebase package
you; your means you, our customer
In these terms:
References to clauses are to the clauses of these terms;
Headings are for ease of reference only;
Wherever the words “including”, “include”, or “includes” or are used they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires;
All rights and remedies referred to in these terms are cumulative and not to the exclusion of other rights and remedies, unless expressly stated otherwise.
These terms are governed by English law.
We may offer free accounts. We can withdraw free accounts at any time.
You may only have one free account. If you are part of a company, such as an employee, you may only have a free account if no-one else in your company has a free account.
If you do not log into your free account at least every six months, we may terminate your free account automatically,without notice.If we terminate your free account, all your data will be deleted automatically, without notice.
We, but not you, may vary these terms by notifying you of the change by email or via our website. We will give you a reasonable period of notice of the variation.
If we vary the Services, we may increase the fees for the Services.
If we notify you of variation of the Services (or part of the Services) entailing either increased fees or materially reduced functionality, you may cancel the varied parts of the Services for any reason by giving not less than 14 days’ notice from the date on which you receive notice of the variation from us. We shall refund you a proportion of the fees representing the number of paid-for days of the Services that you will not be receiving due to termination.
If we fail to do something that we ought to do under these terms and that directly causes you to fail to do something that you ought to do under these terms then we will not treat your failure as a breach of contract in those circumstances. You will treat us in the same way.
We will use our reasonable efforts to provide the Services to you. However, we do not warrant that the Services will be always available to you.
We will use reasonable efforts to keep the Services free of bugs and security vulnerabilities, but we do not warrant this.
Whilst these terms are in force, you shall:
Comply with our reasonable instructions, guidelines and directions about the use of the Services;
Keep your account up to date. You can update your information by logging into your Codebase account and choosing the 'Settings' menu and by choosing 'Profile' from the user menu;
Comply with the acceptable use policy set out in clause 10;
Behave at all times in a polite and professional manner towards us and our staff;
Maintain such backups and disaster recovery and resiliency plans as you consider appropriate;
Store securely any access credentials, and shall notify us immediately upon becoming aware of any loss or compromise of such access credentials;
Not sell, deal, transfer, or otherwise make available the Services to any third party; and
Comply with all applicable law.
You warrant that you have the full power and authority to enter into these terms.
You agree that any breach of this clause 9 shall be a material breach of these terms.
You must not use the Services to:
store or post anything which we consider to be unlawful or illegal, offensive, threatening, libellous, defamatory, pornographic or otherwise objectionable, infringing of third party privacy or intellectual property rights;
store or post any virus or other malicious code to the Services; or
send unsolicited email or messages.
You must not use the Services in any way that causes detriment to other users of our services or to our network or infrastructure. If we consider that you are causing detriment, we will notify you, and you must take such action as is necessary to cease.
We may, but are not required to, remove any content which, in our opinion, does not comply with clause 10.1. We are not liable for any content which we remove.
We may suspend all or part of the Services if, in our reasonable opinion, it is necessary to do so to stop or mitigate any problem or attack affecting our network, equipment, or services (including any network, equipment, or services provided to another customer).
If you have a free account, you are not entitled to technical support.
If you have a paid account for the Services, while these terms are in effect and provided that you are up to date with all payments to us under these terms and any other agreement you have with us, we will provide you with reasonable technical support for the Services.
You warrant that anything you store or share via the Services is owned by you or that you have all necessary licences for your use of the Services. We acquire no rights in anything you upload to the Services, but you grant us all such licences as are necessary for us to provide the Services to you.
You shall indemnify and keep us indemnified against any and all losses, costs, damages, liabilities, claims, demands and expenses suffered or incurred by us (including legal expenses reasonably and properly incurred) arising out of any claim brought against us by any third party alleging that its Intellectual Property Rights are infringed by the use by you of the Services.
You agree to fully indemnify and keep us fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including legal fees) whatsoever incurred by us and arising from any of the following:
Your breach of these terms, your negligence or other act, omission or default;
The operation or break down of any equipment or software owned or used by you; and
Your use or misuse of the Services.
Save as expressly set out in these terms, all other conditions, warranties or other terms which might have effect between you and us or be implied or incorporated into these terms, whether by statute, common law or otherwise, are hereby excluded to the extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care. This clause 15.1 shall not apply if you are a Consumer.
Neither party limits or excludes its liability to the other for personal injury or death caused by its negligence, for fraud or fraudulent misrepresentation, or for any matter for which, at law, a party cannot limit or exclude its liability.
You do not limit or exclude your liability for the indemnities set out in clauses 13.3 and 14, or for sums due under these terms.
Subject to clauses 15.2 and 15.3, neither party shall be liable to the other for special, indirect, or consequential losses, nor for the following types of loss, whether direct, indirect, special or consequential, in each case however caused:
Financial loss, including loss of profits, earnings, business, goodwill, business interruption;
Expected or incidental losses; loss of expected savings; loss of sales; failure to reduce bad debt; reduction in the value of an asset;
Loss of, or corruption to, data.
Subject to clauses 15.2 - 15.4, we are not liable to you for any claims or losses relating to:
Your use or misuse of the Services;
Suspension or termination of the Services;
Any matters in respect of which you are in breach of these terms.
Subject to clauses 15.2 - 15.5, 17.9, and 23.7, our aggregate liability to you in respect of any claims arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims) is limited to the lesser of:
the fees paid by you under these terms in respect of the Services in question in the month prior to the month in which the event (or, in the case of multiple events, the first event) which gave rise to a claim occurred. If you pay on a basis other than monthly, the relevant sum shall be the pro-rated amount for the month in question; and
You agree that the provisions of this clause 15 are fair and reasonable.
You can upgrade your account to a more expensive package at any time. We will charge you a pro-rated sum for the upgrade, and payment is due immediately. Your upgrade will take effect on receipt of payment.
You can downgrade your account to a less expensive package at any time, provided that your current usage is not higher than the usage permitted by your intended new package. If you downgrade, you are not entitled to a refund. Your downgrade will take effect immediately.
You must pay the fees for the Services, and all other sums due under these terms.
All the prices and charges that we quote are exclusive of VAT and we charge this in addition where it applies at the prevailing rate.
You may choose to have a valid payment mechanism set up with us. This can be either a debit or credit card. You can amend your stored debit or credit card details at any time via your account on our website. You must only store a card which is registered in your name and in respect of which you have the right to make charges. You must ensure that your stored card is valid, has not expired, and has sufficient funds available. 17.4.You must pay in advance. Your first payment is due on the first day you move to the paid version of the Services, and each subsequent payment is due on the appropriate anniversary of that day. This depends on the Services period which you have selected. We will attempt to notify you in advance of this date, but our failure to do so, or your failure to receive such a notice, does not affect your obligation to pay.
We will attempt to charge your debit or credit card on the due date. You are responsible for ensuring that payment is made.
If, for any reason (including our failure to charge your card), we do not receive your payment in full within two days of the due date, we may do any or all of the following:
Suspend the Services;
Charge you interest on the overdue amount at the Interest Rate from the due date up to the date of actual payment (whether before or after any court judgement); and
Charge you our reasonable costs and expenses (including legal costs) for seeking payment of the overdue amount.
In the event of a card chargeback, we may do any or all of the following:
Suspend or terminate the Services; and
Charge you a fee of £25 per instance.
If, for any reason (including our failure to charge your card), we do not receive your payment in full within 90 days of the due date, we may do any or all of the following:
Terminate this agreement; and
Delete your data.
If we suspend or terminate the Services in accordance with clause 17.6, 17.7 or 17.8:
We shall not be liable for any losses to you arising from this suspension or termination; and
We are not obliged to reactivate those Services; reactivation shall be at our sole discretion. If you wish us to reactivate the Services, we will notify you of the costs associated with doing so, and you can decide at that point whether you wish to proceed.
Neither of us will be liable to the other for any delay or failure in the performance of our contractual obligations caused by events outside our reasonable control. However, for either of us to rely on this clause, we must promptly notify the other of the circumstances of the event. This clause 18.1 does not apply to your obligation to pay any sums due under these terms.
If the event persists for 28 days or more, the party not effected by the event may give notice to the other to terminate these terms with effect from a date specified in the notice without penalty or other liability (except for any liability on your part to pay).
Any notice (except for the service of court proceedings) shall be sent to the other party’s nominated email address for service. In our case, this will be firstname.lastname@example.org.
If either of us wants to change our email address for service, we must notify the other party of the change of email address in accordance with clause 19.1. You may also change your email address via your account on our website or phoning us. In the case of you notifying us, the change will take effect from the date on which we email you to confirm that we have changed your email address.
We both consider that notice has been given
In the case of us notifying you, one clear day after the time of sending the email;
In the case of you notifying us, one clear day after you receive by email a helpdesk ticket ID code for such notification.
Notice for the service of court proceedings shall be by a signed-for postal service which provides proof of delivery, or by courier, and such notice shall be addressed:
To us, to the Managing Director, Unit 9 Winchester Place, North Street, Poole, Dorset, BH15 1NX; and
To you, to the most recent address which we have on file for you or, where no such address exists, to an address which we reasonably believe is linked with you.
We both agree that we shall deal with any disputes or claims arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims) as follows:
The issue in dispute shall be referred for discussion to, in your case, the name of the main account holder, and in our case, the customer services manager that we notify to you. You should email us at email@example.com;
If the dispute is not resolved, the managing directors (or equivalent) of each of us shall discuss the issue;
If the issue is not resolved then we shall refer it to a mediator that we jointly appoint. If we cannot agree on the mediator, we shall ask the President of the Law Society of England and Wales to appoint a mediator;
If the dispute is still not resolved, then, unless you are a Consumer, we both agree that the English courts have exclusive jurisdiction to settle the dispute. If you are a Consumer domiciled in a member state of the European Union, we will only bring a claim against you in the courts of that member state, and you can choose to bring a claim against us either in those courts or in the courts of England.
We shall both bear our own costs for elements of the dispute resolution procedure up to the involvement of the courts under clause 20.1.4.
We offer a free account, so that you can trial our Services before committing to buy. We strongly encourage you to try our Services using this free account before you buy from us.
Subject to clause 21.3, if you are a Consumer, you have a cooling-off period in which you can cancel certain Services. The cooling-off period begins on the first day you move to a paid version of the Services and lasts for 14 days.
The cooling-off period does not apply:
If you are not a Consumer; or
If you are a Consumer, and you have made an express request for us to provide the Services immediately.
If you wish to exercise your rights under this clause 21, you must inform us of your decision by sending an email to firstname.lastname@example.org. You must send this email before the end of the period set out in clause 21.2. You can find our model cancellation document at https://atechmedia.com/legal/consumer-right-to-cancel.pdf.
We will reimburse all payments received from you within 14 days of receiving your email.
References in this clause 22 to a Regulation are to regulation 2016/679/EC. References to an Article are to an Article of the Regulation. Capitalised terms in this clause have the meaning defined by the Regulation.
If, in the course of providing the Services, you are a Controller and we are your Processor in respect of any Personal Data, we will:
Process the Personal Data only on your documented instructions as set out in these terms, including with regard to transfers of Personal Data to a third country or an international organisation;
Unless prohibited by law, notify you if we are required by any law of the European Union or the law of one of the Member States of the European Union to act other than in accordance with your instructions or if, in our opinion, any of your instructions infringes the Regulation or other Union or Member State data protection provisions;
Have your general authorisation to obtain other Processors and shall respect the conditions referred to in paragraphs 2 and 4 of Article 28 for any such engagement. Subject to clause 15, we shall be liable for the acts and omissions of its Sub-processors, and we shall ensure that the Sub-processor contract (as it relates to the Processing of Personal Data) is on terms which are substantially the same as, and in any case no less onerous than, this clause 22;
Treat the Personal Data as confidential information;
Take all measures required pursuant to Article 32;
Taking into account the nature of the Processing, assist you, at your cost, by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of the Regulation;
Provide, at your cost, reasonable assistance on written request by you in ensuring compliance with your obligations pursuant to Articles 32 to 36, taking into account the nature of Processing and the information available to us;
At your choice and cost, delete or return all the Personal Data to you after the end of the provision of the Services relating to the Processing, and delete existing copies unless Union or Member State law requires storage of the Personal Data;
At your cost and following written agreement as to the details, make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28, and allow for and contribute to audits, including inspections, conducted by your or another auditor mandated by you; and
Notify you without undue delay if we become aware of a Personal Data Breach for which we are responsible.
Notwithstanding this clause 22, you are responsible for ensuring that your use of the Services complies with your obligations under data protection law.
These terms take effect on the Start Date.
You can terminate for convenience at any time, by selecting 'Billing Centre' from the 'Billing' dropdown in the header, then pressing 'Cancel my account'. You cannot terminate in any other way, for security purposes. If you terminate for convenience, you are not eligible for any refund.
Either of us can terminate these terms immediately by notifying the other party if:
The other party commits a material breach of an obligation under these terms which is not capable of remedy;
The other party commits a material breach of an obligation under these terms which is not remedied within 28 days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination;
If the other party becomes insolvent.
We, but not you, may terminate these terms and/or any Services at any time and for any reason whatsoever by giving you reasonable notice of such termination. Unless termination is for your breach of an obligation under these terms, we will refund you a proportion of the fees representing the number of paid-for days of Services that you will not be receiving due to termination.
Termination of these terms (or of any element of them) shall not affect any rights, obligations or liabilities of either party that have accrued before termination or that are intended to continue to have effect beyond termination.
On termination, we will delete your data.
The Services do not include migration support, and you must backup and download from the Services all data you wish to retain after termination. We are not liable to you if these terms or the Services are terminated (whether by you or us) and have failed to retain a copy of your data.
The following clauses survive termination of the terms: 13, 14, 15, 17, 18, 19, 20, 23, and 24.
Persons who are not a party to these terms shall not have any rights under these terms.
If any part of these terms is found to be invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other provisions of these terms and such other provisions shall remain in full force and effect.
If either of us fails to exercise a right or remedy that it has or which arises under these terms, such failure shall not prevent us from exercising that right or remedy subsequently for that or any other incident.
A waiver of any breach or provision of these terms shall only be effective if made by email or in writing.
We may assign, transfer, charge, sub-contract or deal in any other manner with any of our rights or obligations under these terms. You may not do these things without our prior written consent.
comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and
not engage in any activity, practice or conduct which constitutes an offence under the Bribery Act 2010, or would do so if such activity, practice or conduct had been carried out in the UK.