Know where you stand...
Taploma Holdings Ltd offers Taploma as a cloud based virtual learning environment on a subscription basis. The Customer can choose to design its own Courses, to add Licensed Content developed by Taploma Holdings Ltd or Third Party Content Providers to its Subscription and/or to engage Taploma Holdings Ltd to develop bespoke Licensed Content for the Customer.
These terms apply to the use of Taploma, to any Licensed Content (whether developed by Taploma or a Third Party Content Provider) and to the receipt of the Support Services and any Additional Services.
To subscribe to Taploma, add Licensed Content or order Additional Services an Order Form must be completed and submitted to Taploma Holdings Ltd by the Customer via the web interface or via such other method as may be agreed with Taploma Holdings Ltd.
The submission of an Order Form constitutes an offer by the Customer to subscribe to Taploma, modify the existing Subscription, add Licensed Content to its Subscription or procure Additional Services (as applicable) on these terms or any terms that replace these terms pursuant to clause 20.6.
Where an Order Form is submitted online, a Subscription will normally be automatically activated. Order Forms submitted by other methods are subject to acceptance by Taploma Holdings Ltd.
The activation of a Subscription (or, where the Order Form is submitted other than via the web interface, the acceptance of an Order) by Taploma Holdings Ltd forms a legally binding Contract between the Customer and Taploma Holdings Ltd. It is therefore essential that the Customer reads and understands the content of the Order Form and these terms before submitting an Order Form, and by submitted an Order Form the Customer confirms that it has done so and that it agrees to be bound by these terms and the Contract.
Taploma Holdings Ltd may from time to time offer Free Trials of the Taploma service. Signing up for a Free Trial does not constitute an Order and therefore does not commence a Subscription for Taploma. However, by signing up for a Free Trial the Customer agrees to be bound by the relevant parts of these terms, being schedule 3 and any other applicable terms listed in paragraph 15 of schedule 3.
1.1 In these terms, including the introduction and the schedules, and in any Order Form, the following definitions shall apply unless the context otherwise requires:
Acceptable Use Policy
the acceptable use policy for Taploma, as revised from time to time, the current version of which is set out in schedule 1;
any services in addition to those included within the Subscription such as consultancy, development or training services;
Internet Explorer 9 or above (Internet Explorer 7 or above for the Legacy Version) or the latest general release version of Chrome, FireFox or Safari, in each case provided that the browser has no non-standard plug-ins and is configured in accordance with the default settings applicable to that browser, or any other configuration which may be specified as required in the Documentation or otherwise by Taploma Holdings Ltd to the Customer from time to time;
a contract between Taploma Holdings Ltd and the Customer for a Subscription, Licensed Content or Additional Services, comprising these terms and an Order Form signed by or on behalf of both parties;
an electronic training course running on the Taploma platform;
the Customer whose details are set out in an Order Form;
the Customer’s name, logo and any other trade mark or branding of the Customer;
any content that the Customer or another User may upload to Taploma;
the user documentation which describes Taploma and provides guidance as to the proper use of the same;
Event of Force Majeure
has the meaning given to it in clause 18;
any fees payable by the Customer in respect of the Subscription, Licensed Content or the Additional Services, as set out in an Order Form and as revised from time to time in accordance with a Contract, including the Subscription Fee, any fees for adding additional Users and any fees for Additional Services;
a free trial period during which the Customer may test the Taploma service at no charge and with no commitment to take out a Subscription;
Intellectual Property Rights
any and all intellectual property rights including patents, trade marks, design rights, copyright, rights in databases, domain names, topography rights, know-how, look and feel, rights in confidential information and all similar rights (whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world) together with the right to apply for registration of and/or register such rights and any and all goodwill relating or attached thereto and all extensions and renewals thereof;
any course content that the Customer elects to licence for its Users to access on Taploma, whether that content is developed or owned by Taploma Holdings Ltd or by a Third Party Content Provider;
a version of Taploma which is fully compatible with Internet Explorer 7 and above but has more limited functionality;
an order placed by a Customer for a Subscription, Licensed Content and/or Additional Services pursuant to clause 2.1;
an order form requesting a subscription to Taploma, the amendment of an existing subscription to Taploma, the addition of Licensed Content to the Subscription or the procurement of Additional Services from Taploma Holdings Ltd, either completed and submitted via the web interface or in any such other format as Taploma Holdings Ltd may accept;
the target response times, resolution times and availability set out in schedule 2;
a subscription entitling the Customer to access and use Taploma in accordance with a Contract (subject to payment of the Subscription Fee), which includes the right to receive the Support Services and the hosting of the Taploma service, as described in more detail in clause 3;
the fee payable in consideration of the Subscription as set out in the relevant Order Form or revised from time to time in accordance with a Contract;
a term of the Subscription, being either a month or a year (as selected on the Order Form), the first term commencing on the Subscription Start Date and each subsequent term commencing on the date following expiry of the previous term;
Subscription Start Date
(a) where an Order is submitted via the web interface, the date of activation of the Subscription (usually the same day as the Order is submitted); and
(b) in any other case the subscription start date set out in an Order Form;
a request for support submitted in accordance with clause 5.2;
the Support Services provided as part of a Subscription as more fully described in clause 5 and schedule 2;
the cloud based subscription service offered by Taploma Holdings Ltd;
Third Party Content Provider
a third party entity which develops or owns content which the Customer may elect to licence for its Users to access on Taploma; and
an individual person who accesses Taploma as part of the Customer’s Subscription.
1.2 Headings are included for convenience only and shall not affect the construction or interpretation of a Contract.
1.3 Any reference to a clause or schedule shall (unless expressly provided otherwise) be a reference to a clause of or schedule to these terms. Schedules shall have the same force and effect as if set out in the body of these terms.
1.4 Any reference to the singular shall include the plural and vice versa and any reference to one gender shall include all genders including the neuter gender.
1.5 Any reference to a person shall, unless the context otherwise requires, include individuals, partnerships, companies and all other legal persons.
1.6 The words include, includes, including and included and like words and expressions will be construed without limitation unless inconsistent with the context.
1.7 Any reference to a notice or other communication being in writing shall be satisfied by that notice or communication being sent by email, provided this is permitted by and done in accordance with clause 19 where applicable. A reference to a signature shall include an electronic signature, such as a scanned or typed signature.
1.8 Any reference in a Contract to law or to any statute, statutory instrument, directive, regulation, order or other enactment shall mean the same as shall be amended, enacted, replaced, extended, modified, consolidated or repealed from time to time.
1.9 Working days shall be all days other than Saturdays, Sundays and public holidays in England and working hours shall be 9:30am to 5:30pm UK time on working days.
2.1 A prospective Customer wishing to order a Subscription to Taploma shall complete an Order Form and submit it to Taploma Holdings Ltd. An Order Form should also be completed and submitted where the Customer subsequently wishes to add Licensed Content or additional Users to the Subscription, or to procure Additional Services.
2.2 A Customer shall not in any circumstances submit an Order via the web interface if it has been told by Taploma Holdings Ltd that it is not entitled to use Taploma, if it has had a Free Trial terminated by Taploma Holdings Ltd (other than as a result of the expiry of the trial period) or if it has previously had a Subscription which was terminated by Taploma Holdings Ltd as a result of the Customer's breach.
2.3 Any Order submitted in breach of clause 2.2 shall be subject to immediate termination by Taploma Holdings Ltd at any time and in such case the Customer shall not be entitled to any refund of any Subscription Fees already paid.
2.4 Orders submitted via the web interface will normally be automatically accepted and such acceptance shall be confirmed by the activation of the Subscription. In any other case, should Taploma Holdings Ltd be prepared to accept an Order it shall confirm its acceptance of the Order in writing to the Customer. Upon acceptance the Contract shall become legally binding on both parties and the agreement shall be irrevocable except on its terms.
2.5 An Order for a Subscription (including Support Services and any Licensed Content or Additional Services ordered with the Subscription) shall, if accepted, form a Contract between Taploma Holdings Ltd and the Customer. A subsequent Order to add additional Users to a Subscription shall be deemed, if accepted, to be an amendment to the existing Subscription Contract and, save for the changes made by that Order, that Contract shall remain in full force and effect.
2.6 Each subsequent Order for Licensed Content or Additional Services shall be deemed, if accepted, to form a separate Contract between Taploma Holdings Ltd and the Customer.
2.7 A Customer must not seek to impose any additional terms and provisions into an Order Form submitted via the web interface, and to the extent that it does so such terms and provisions shall be void and the Order shall take effect as if such terms and provisions were not included.
2.8 An Order Form submitted other than via the web interface may contain additional provisions which are specific to that Order. To the extent of any conflict between such provisions and these terms, the provisions set out in these terms shall take precedence, save where a term set out in an Order Form is expressly stated to override these terms. For the avoidance of doubt however any provisions set out in an Order Form only affect that Contract and not any other Contracts that may be formed between the parties.
3.1 A Subscription entitles the Customer to a non-exclusive right to access and use Taploma (including any Licensed Content subscribed for) for its own business purposes during the Subscription Term in accordance with the relevant Contract and subject to any restrictions set out in the relevant Order Form. Support Services are provided as part of the Subscription Fee to complement the Subscription.
3.2 Taploma is hosted by Taploma Holdings Ltd and made available for the Customer and its Users to access via the internet. A Subscription does not give the Customer any right to a copy of the underlying software to install on its own systems or servers.
3.3 Taploma Holdings Ltd shall make daily back-ups of the Customer Content stored on Taploma and in the event of loss of data shall use its reasonable endeavours to restore the data as soon as reasonably practicable.
3.4 A Subscription entitles the Customer to a custom subdomain under the taploma.com domain name ([customername].taploma.com). The creation of this subdomain does not give the Customer any rights in the taploma.com domain name and use of that subdomain shall immediately cease on termination of the Subscription. Taploma Holdings Ltd does not guarantee the availability of any particular subdomain and reserves the right to in its absolute discretion refuse to create any subdomain which it considers to have an inappropriate title.
3.5 Taploma Holdings Ltd may from time to time make changes to Taploma, including to improve its functionality or usability, add new features, remove features it considers to be obsolete, fix errors, improve its stability or address feedback received from customers. Taploma Holdings Ltd shall endeavour to minimise any disruption caused as a result of the implementation of such changes.
3.6 It may be necessary from time to time for Taploma Holdings Ltd to disable part or all of Taploma for maintenance purposes. Where such maintenance is likely to affect the functionality or accessibility of Taploma, Taploma Holdings Ltd shall use reasonable endeavours to provide reasonable notice to the Customer of any such maintenance and to perform it outside of working hours.
3.7 The Customer shall be fully responsible for any acts or omissions of any Users or any other party accessing Taploma using any User’s access credentials, as if such acts or omissions were the acts or omissions of the Customer. The Customer shall ensure that all Users are aware of the Acceptable Use Policy and all applicable terms in respect of use of Taploma.
3.8 The Customer shall immediately notify Taploma Holdings Ltd if it believes or suspects either that it may have breached the Contract or that any User’s access credentials may have been compromised.
3.9 The Customer shall use Taploma only in accordance with the relevant Contract (including the Acceptable Use Policy) and procure that all Users do the same.
3.10 Taploma Holdings Ltd shall be entitled to suspend access to Taploma (or any part thereof) for any or all Users without liability to the Customer immediately and without notice or to take such action as it may in its discretion think appropriate if it reasonably believes (a) not doing so may prejudice the security, integrity or operability of Taploma or part of it, cause harm to another customer or other third party or give rise to a claim against Taploma Holdings Ltd, (b) the Customer or its Users have transmitted, uploaded or downloaded any content which contravenes the restrictions set out in the Acceptable Use Policy or (c) the Customer is otherwise in breach of a Contract. Promptly following such suspension Taploma Holdings Ltd shall notify the Customer of the suspension, the reason for the suspension and what steps the Customer can take so that the suspension can be brought to an end.
4.1 The Customer may from time to time place an Order for Licensed Content to be added to the Subscription. If the Order is accepted by Taploma Holdings Ltd the Licensed Content shall be made available via Taploma:
4.1.1 from such date as the parties have agreed;
4.1.2 where no date is agreed and the Order is in respect of existing Licensed Content, as soon as reasonably practicable following acceptance of the Order; and
4.1.3 where no date is agreed and the Order is in respect of Licensed Content to be developed for the Customer, following the creation of that content as described in clause 6.5,
and in each case shall remain available for the period specified in the relevant Order Form or, if no period is specified, for so long as the Customer maintains its Subscription.
4.2 All Licensed Content is licensed on a non-exclusive basis and for use only as part of Courses offered to Users on Taploma. The Customer must not use Licensed Content in any other manner except with Taploma Holdings Ltd's express written permission.
4.3 The Customer acknowledges that any Contract for the provision of Licensed Content is between itself and Taploma Holdings Ltd, notwithstanding that the Licensed Content may be supplied by a Third Party Content Provider. However, usage of such Licensed Content will normally be subject to compliance with any terms imposed by that Third Party Content Provider. Where Third Party Content Provider terms are referred to in an Order Form:
4.3.1 the Customer shall ensure that it has obtained a copy of the relevant terms and reviewed them prior to submitting the signed Order Form;
4.3.2 By signing the Order Form the Customer acknowledges that it has read and agrees to the Third Party Content Provider’s terms;
4.3.3 The Customer shall comply with any restrictions, usage requirements or other obligations set out in the Third Party Content Provider terms (to the extent that they are applicable to the Customer);
4.3.4 to the extent of a conflict between these terms and the Third Party Content Provider terms as to the usage of the Licensed Content, the Third Party Content Provider terms shall take precedence; and
4.3.5 the Customer shall indemnify and hold Taploma Holdings Ltd harmless from and against all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with any use or alleged use by the Customer or any of its Users of the Licensed Content in a manner other than permitted by the Third Party Content Provider terms and/or the terms of the Contract.
4.4 Taploma is used to deliver training on a wide variety of topics and Taploma Holdings Ltd does not warrant or represent that it is expert in the area to which any Course that the Customer chooses to deliver via Taploma relates. The Customer acknowledges that Taploma cannot guarantee that any Licensed Content provided will be sufficient to meet the Customer’s training requirements or that it will represent a complete, accurate and up-to-date statement of everything that the Customer’s Users need to know about the relevant topic.
4.5 The Customer agrees that, prior to making available to its Users any Course containing Licensed Content, the Customer shall review the Licensed Content and ensure that it is comfortable that the Licensed Content is suitable for the required purposes, accurate and not misleading, both in itself and when considered in conjunction with any other content that the Customer is using or is intending to use as part of its training programme, whether provided to Users through Taploma or in any other way.
5.1 The Customer shall nominate one or more employees as "support contacts", being the individuals who may file support requests with Taploma Holdings Ltd and communicate with Taploma Holdings Ltd regarding such requests. The names of the initial contacts shall be provided to Taploma Holdings Ltd prior to commencement of the Subscription and may be updated from time to time on written notice to Taploma Holdings Ltd.
5.2 The Customer shall arrange that any requests for support from Users are passed in the first instance to a support contact who will then file a Support Request with Taploma Holdings Ltd.
5.3 All Support Requests shall be dealt with in accordance with the provisions of schedule 2.
6.1 Additional Services are not included within the Subscription but may be ordered as a separate item on the Order Form or separately. A request for Additional Services may be made by filing a Support Request or otherwise by contacting Taploma Holdings Ltd, but unless otherwise agreed Additional Services shall only be provided following acceptance of a completed Order Form requesting such services.
6.2 Taploma Holdings Ltd shall be responsible for the provision of the consultants who provide the Additional Services. In the event that any individuals become unavailable due to (for example) accident, illness, termination of employment or reallocation to another task, Taploma Holdings Ltd shall use reasonable endeavours to provide a suitable replacement.
6.3 Any timescales set out for the performance of the Additional Services are for indicative purposes only.
6.4 The Additional Services shall be provided to substantially conform to any specification set out in (or attached to) the relevant Order Form. Where no specification is included in or with the Order Form Taploma Holdings Ltd shall draft a specification that it considers appropriate and shall send it to the Customer for comments then make any revisions as it considers appropriate following receipt of any such comments.
6.5 Where the Additional Services involve the development of any Licensed Content then, once the Licensed Content has been created, Taploma Holdings Ltd shall make it available for the Customer to review via Taploma and shall notify the Customer that it has done so.
6.6 On receipt of a notice from Taploma Holdings Ltd in accordance with clause 6.5, the Customer shall promptly review the Licensed Content and either confirm to Taploma Holdings Ltd that the Licensed Content is accepted or request any changes that it may require. The Customer shall be deemed to accept Licensed Content where no request for changes is received within 14 days of notice that it is available to review being provided under clause 6.5. For the avoidance of doubt any changes made by Taploma Holdings Ltd as requested pursuant to this clause 6.6 shall be chargeable at Taploma Holdings Ltd’s standard day rates unless otherwise set out in the Order Form.
6.7 The parties shall repeat the process set out in clauses 6.5 and 6.6 until the Licensed Content has been accepted (or deemed accepted) by the Customer or until Taploma Holdings Ltd is satisfied, acting reasonably, that the Licensed Content has been provided in accordance with the specification and notifies the Customer that no further development work is required.
7.1 A separate User account must be registered for every individual User. The first User account shall be created on the activation of the Subscription (unless it has already been created, for example during a Free Trial) and the Customer shall be able to create all other User accounts needed (up to any agreed limit set out in the Order Form). Should the Customer require Taploma Holdings Ltd to create additional User accounts via bulk upload this can be ordered as an Additional Service via the process set out in clause 2.
7.2 Under no circumstances must User accounts be shared between two or more individuals. User accounts are strictly to be used by the User to whom they are originally allocated and must in no circumstances be reallocated or transferred to another individual. It is the Customer’s responsibility to ensure that User accounts are used only by the User to whom they are originally allocated and the Customer shall be strictly liable for any failure to comply with this clause 7.1, whether or not the Customer’s consented to or was aware of such misuse.
7.3 Save as otherwise provided in the Order Form, User accounts may only be issued to employees, consultants and/or agents of the Customer.
7.4 Where the Order Form contains restrictions on access to Taploma, whether by reference to a maximum number of Users, to the locations from which Taploma may be accessed or in some other manner, the Customer must strictly abide by any such usage restrictions, and any use of Taploma other than in compliance with those restrictions shall be deemed a material breach of these terms for the purposes of clause 13.4.1.
7.5 A restriction on the number of Users is on the total amount of unique Users who may be allocated User accounts (and therefore access Taploma) as part of the Subscription. Once the number of User accounts corresponding to the maximum set out in the Order Form have been created no further User accounts may be created, either during the current Subscription Term or any subsequent Subscription Term, without further Users being added to the Subscription in accordance with clause 7.6.
7.6 The Customer may from time to time seek to vary access restrictions (for example to increase the maximum number of Users or to add additional authorised locations) from time to time by submitting a completed Order Form to Taploma Holdings Ltd containing the details of the requested variation. If the Order is accepted by Taploma Holdings Ltd then the variation shall take effect upon payment of any required Fees relating to the variation following acceptance of the Order (unless an alternative date is agreed).
7.7 The Customer shall immediately notify Taploma Holdings Ltd if any User ceases, or is due to cease, to be eligible to access Taploma, for example as a result of the User leaving the Customer’s employment. In such case Taploma Holdings Ltd shall disable the User’s account from the date specified in the Customer’s notice (or, where no date is specified, immediately). The disablement of a User account shall not entitle the Customer to any refund.
7.8 Without prejudice to its other rights or remedies, Taploma Holdings Ltd may disable any User account at any time where it reasonably believes that the acts or omissions of such User has caused or is likely to cause Customer to breach a Contract, that the User account has been used by multiple people or reallocated contrary to clause 7.1 or that the User is not a person who is eligible to use Taploma as part of the Customer’s Subscription.
7.9 User accounts may be designated by the Customer as either "administrative" or "standard" accounts. Administrative accounts will allow the User access to administrative tools such as the ability to create and edit users, as set out in more detail in the Documentation.
7.10 The Customer shall, and shall procure that each User shall, keep all access credentials for Taploma confidential and secure. For the avoidance of doubt each User shall only have access to access credentials issued specifically for their use.
7.11 In no circumstances shall the Customer allow or permit any party other than a User to access Taploma using its Subscription. Users shall be permitted access only to the extent that they are using Taploma for the Customer’s business purposes.
8.1 Taploma Holdings Ltd warrants that the functionality of Taploma will substantively conform to the Documentation. Taploma Holdings Ltd will use reasonable endeavours to ensure that Taploma is available for the use of all Users during working hours in accordance with the Service Levels.
8.2 By the nature of Taploma, Taploma Holdings Ltd cannot warrant that it will be entirely error free. However, Taploma Holdings Ltd shall use its reasonable endeavours to remedy any material error reported by a customer as soon as reasonably and commercially practicable following such report. In the event that the Customer does experience issues with Taploma it shall utilise the Support Services in accordance with the relevant Contract, and the Customer agrees that the use of the Support Services (and, where applicable, the payment of service credits as set out in paragraph 4 of schedule 2) shall be its sole and exclusive remedy for any problems or deficiencies with Taploma.
8.3 To get the most of the Taploma experience, Users will need to access it via a Compatible Browser. Taploma may be accessible via other web browsers, or via earlier versions or differently configured versions of the Compatible Browsers , but in these cases functionality may be limited, and Taploma Holdings Ltd gives no warranty or guarantee as to the accessibility or functionality of Taploma when it is being accessed other than via a Compatible Browser.
8.4 If the Order Form specifies that the Customer is to subscribe to a Legacy Version of Taploma, the Customer acknowledges that that version of Taploma offers limited functionality when compared to the functionality of the latest version of Taploma described in the Documentation but as a minimum it will allow Users to view Licensed Content and Third Party Content uploaded by Taploma Holdings Ltd and will allow the Customer to create and edit Users. Should the Customer wish to upgrade to the latest version of Taploma at a later date this can be ordered via the process set out in clause 2.
8.5 Taploma Holdings Ltd warrants that all Support Services and Additional Services will be provided with reasonable skill and care. In the unlikely event that the Customer is dissatisfied with the services then the Customer agrees to follow the remedy procedure set out in clause 9.
8.6 The Customer warrants that any and all information and documentation provided by it in relation to any services procured under a Contract is true, complete and accurate.
9.1 If the Customer considers that any of the Support Services or Additional Services have not been provided in accordance with a Contract, the Customer shall serve a Remedy Notice, setting out full details of the affected services and the alleged non-compliance.
9.2 Where the issue is with the Support Services the Customer agrees to pursue the escalation process set out in paragraph 5 of schedule 2 before serving a Remedy Notice. The Customer agrees that it will serve any Remedy Notice within 30 days of (a) in the case of Support Services, the conclusion of the escalation process or (b) in any other case, the date that the affected services being provided (or, where applicable, of the date on which they should have been provided).
9.3 Following receipt of a notice in accordance with clause 9.1 Taploma Holdings Ltd, acting reasonably, shall promptly assess the issues raised in the notice and determine whether there has been a non-compliance and, if so, Taploma Holdings Ltd shall either (a) re-perform the affected services or (b) issue a partial refund of Fees paid for the affected service.
9.4 This clause 9 sets out the Customer’s sole and exclusive remedy for any non-compliance in the provision of the services.
10.1 To enable Taploma Holdings Ltd to provide the Support Services and Additional Services, the Customer agrees to provide on request unrestricted access to its premises, any information or documentation that Taploma Holdings Ltd may request and the full co-operation of its employees, directors, consultants and advisers. Taploma Holdings Ltd shall not be responsible for any delay caused as a result of the Customer’s failure to comply with this clause 10.1.
10.2 The Customer shall take responsibility for the health and safety of any individual attending its premises on behalf of Taploma Holdings Ltd, including ensuring that they are made aware of any relevant policies and procedures and that they are not placed in danger in any manner, and the Customer shall indemnify and hold Taploma Holdings Ltd harmless from and against all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with any claim brought against Taploma Holdings Ltd arising out of the death, personal injury or other loss suffered by an individual attending at the Customer’s premises, save where this was as a result of Taploma Holdings Ltd’s or that individual’s negligence.
10.3 The Customer agrees that, unless requested otherwise, it shall only provide copies of documentation to Taploma Holdings Ltd and shall maintain the originals, such that it shall suffer no loss if the documentation is lost or damaged. Where it is expressly requested to provide originals it shall make a copy prior to providing them such that if the documentation were lost or damaged the only loss would be the replacement cost of that documentation, which shall accordingly be Taploma Holdings Ltd's sole liability in such circumstances.
11.1 All rights, title and interest (including Intellectual Property Rights) in Taploma shall (as between Taploma Holdings Ltd and the Customer) belong to the Taploma Holdings Ltd, and nothing in a Contract shall operate to transfer any such rights to the Customer.
11.2 All rights, title and interest (including Intellectual Property Rights) in Licensed Content shall belong to Taploma Holdings Ltd or the relevant Third Party Content Provider (as applicable), whether the Licensed Content was pre-existing or was developed as part of the Additional Services.
11.3 Subject to clause 11.4, the Customer acknowledges that to the extent it acquires any rights in Taploma or any Licensed Content it hereby assigns such rights absolutely (by way of present assignment of future rights) to Taploma Holdings Ltd (or, in the case of Licensed Content provided by a Third Party Content Provider, to that Third Party Content Provider). To the extent that this clause 11.3 does not operate to automatically assign such rights, or to the extent that Taploma Holdings Ltd or the relevant Third Party Content Provider requests a confirmatory assignment of such rights, the Customer shall execute on demand all such documentation as Taploma Holdings Ltd or the relevant Third Party Content Provider may reasonably request to give effect to and document this assignment. Where applicable the Customer shall be entitled to use such parts of Taploma or the Licensed Content in accordance with its Subscription.
11.4 The Customer shall retain all rights in the Customer Branding and Customer Content. The Customer grants Taploma Holdings Ltd a non-exclusive royalty free licence to use such Customer Branding and Customer Content for the purposes of providing Taploma, the Support Services and the Additional Services to the Customer and, in the case of the Customer Branding, in publicity material.
11.5 Taploma Holdings Ltd will indemnify the Customer against any losses, damages, claims, costs and expenses suffered or incurred by or awarded against the Customer as a result of any claim (a Claim) that use of Taploma, the Documentation and/or any Licensed Content in accordance with the relevant Contract, and/or receipt of any Support Services and/or Additional Services, infringes any Intellectual Property Rights subsisting in the United Kingdom and belonging to a third party.
11.6 To obtain the benefit of the indemnity set out in clause 11.5:
11.6.1 the Customer must immediately notify Taploma Holdings Ltd if it receives notice of any Claim or has reason to suspect that a Claim may be brought;
11.6.2 following such notice the Customer must allow Taploma Holdings Ltd to take full conduct of such Claim, including any negotiations and including the right to settle the Claim on such terms as Taploma Holdings Ltd sees fit and shall, at Taploma Holdings Ltd’s reasonable expense, provide all such co-operation as Taploma Holdings Ltd may request; and
11.6.3 the Customer must not make any admission, concession or other statement regarding the Claim to any party, other than to acknowledge receipt of documentation and to confirm (where applicable) that Taploma Holdings Ltd has conduct of the Claim.
11.7 Where the Claim relates to Licensed Content provided by a Third Party Content Provider Taploma Holdings Ltd may delegate the rights granted under clause 11.6.2 to the relevant Third Party Content Provider and in such case the reference to Taploma Holdings Ltd in clause 11.6.3 shall be read as if it were a reference to the relevant Third Party Content Provider.
11.8 The Customer shall not be entitled to rely on the indemnity set out at clause 11.5 where the Claim arose (wholly or partially) as a result of (a) the Customer or any other User using Taploma, the Documentation, the Licensed Content, the Support Services and/or the Additional Services (as applicable) (a) in a way other than permitted by a Contract, (b) in a manner that they knew or suspected may give rise to a Claim or (c) in a negligent manner, or where the Claim arose out of or in connection with any content that the Customer asked Taploma to include within Licensed Content.
11.9 Without prejudice to the indemnity set out at clause 11.5, where Taploma Holdings Ltd becomes aware of any claim or potential claim that Taploma, the Documentation or any Licensed Content and/or receipt of any the Support Services or Additional Services infringes any Intellectual Property Rights of any third party, whether or not this constitutes or may constitute a Claim falling within the scope of clause 11.5, Taploma Holdings Ltd may at its option:
11.9.1 suspend access to Taploma (or the affected part), withdraw the Documentation or the Licensed Content (or the affected part) and/or suspend the Support Services and/or Additional Services (or the affected parts);
11.9.2 modify Taploma, the Documentation, the Licensed Content, the Support Services and/or Additional Services to remedy the infringement;
11.9.3 obtain (at its own cost) the right for the Customer to continue using Taploma, the Documentation, the Licensed Content, the Support Services and/or Additional Services; and/or
11.9.4 terminate the Customer’s Subscription or any other Contract.
11.10 Where access to Taploma or any Licensed Content, or the provision of the Support Services or Additional Services, is suspended or terminated pursuant to clause 11.8 Taploma Holdings Ltd shall make a pro rata refund to the Customer calculated by Taploma Holdings Ltd (acting reasonably) based on the proportion of Taploma, the Licensed Content, the Support Services or the Additional Services (as applicable) not received and the period over which it was not received.
11.11 The provisions of this clause 11 constitute the Customer’s sole and exclusive remedy for any loss, damage, cost or expense caused by a claim falling within the scope of clause 11.5 and/or 11.8.
12.1 The Customer shall pay the Fees to Taploma Holdings Ltd as specified in the Order Form, and except as otherwise stated in an Order Form the provisions of this clause 12 shall apply.
12.2 Unless otherwise stated in an Order Form, the Subscription Fee is payable in advance. The Customer shall pay the Subscription Fee for the initial Subscription Term by the Subscription Start Date and shall pay the Subscription Fee for each renewal of the Subscription Term prior to the first day of such term. Taploma Holdings Ltd shall not be required to activate a Subscription until the first instalment of the Subscription Fee has been paid.
12.3 Where changes are made to the Subscription part way through a Subscription Term (for example adding more Users to the Subscription) and this leads to the Subscription Fee being revised the additional amount shall be payable on a pro rata basis immediately upon the amendment taking effect.
12.4 Unless otherwise agreed, all Fees for Licensed Content are payable in advance, on or before the date on which the Licensed Content is made available to the Customer on Taploma.
12.5 Save where and to the extent that a Fee for Additional Services is agreed in advance, Additional Services shall be charged at Taploma Holdings Ltd’s day rates, as in effect from time to time. Details of these rates are available from Taploma Holdings Ltd on request.
12.6 Fees for Additional Services shall be invoiced in advance, save where charges are on a time worked basis, in which case they shall be invoiced by Taploma Holdings Ltd in arrears on an interim basis and at the conclusion.
12.7 Where and to the extent that services are provided from any location other than Taploma Holdings Ltd’s own premises, the Customer shall be responsible for all and any reasonable expenses incurred by Taploma Holdings Ltd in providing the Support Services and/or Additional Services including travel, lodging, meals, and miscellaneous out of pocket expenses.
12.8 All invoices for Additional Services and expenses are payable within 30 days of the date of the invoice.
12.9 All Fees are exclusive of VAT which is chargeable in additional at the prevailing rate. VAT shall also be payable on expenses where applicable.
12.10 Any service credits payable in accordance with paragraph 4 of schedule 2 shall be payable as a credit against the next invoice in accordance with the provisions of that paragraph.
12.11 Taploma Holdings Ltd shall be entitled to review the Subscription Fees from time to time. Should Taploma Holdings Ltd make any changes to the Subscription Fees these shall take effect from the next renewal of the Customer’s Subscription, provided that Taploma Holdings Ltd has notified the Customer of the change not less than 30 days prior to renewal.
12.12 Taploma Holdings Ltd may suspend access to Taploma or the provision of any of the Support Services and/or Additional Services without liability if any amount due to it from the Customer is not paid by the due date and may maintain such suspension until all outstanding sums due to Taploma Holdings Ltd from the Customer have been paid. This does not affect the liability of the Customer to pay for the Subscription and the Additional Services during any period of suspension.
12.13 The Customer agrees to carefully check any invoice received and to raise any dispute regarding its content within 21 days of the invoice date, such notice to confirm the amount disputed and the reason(s) for the dispute. Invoices will be deemed to have been properly submitted and due for payment where an invoice has not been disputed within 21 days of the invoice date.
12.14 Notwithstanding the fact that a dispute may have been raised in accordance with clause 12.14 the Customer shall pay to Taploma Holdings Ltd any undisputed amount(s) as these undisputed amounts become due. The parties shall in good faith attempt to resolve the dispute as to the unpaid amount and, where it is agreed (or ordered by a court) that a further amount is payable, the Customer shall immediately pay this to Taploma Holdings Ltd.
12.15 All amounts due under any Contract shall be paid by the Customer to Taploma Holdings Ltd in full without any set-off, counterclaim, deduction or withholding.
13.1 A Subscription to Taploma (including the provision of the Support Services) shall commence on the Subscription Start Date. On expiry of the initial Subscription Term the Subscription shall automatically renew for subsequent Subscription Terms (each of the same duration as the initial Subscription Term) unless and until either party gives notice to the other in accordance with clause 13.3 that it does not wish the Subscription to renew.
13.2 The provision of Additional Services shall commence as soon as reasonably practicable following acceptance of the relevant Order, save where otherwise agreed.
13.3 Either party may choose to terminate the Subscription on not less than 30 days’ written notice to the other at any time, but the Customer acknowledges that if it chooses to terminate part way through a Subscription Term it shall remain liable for the Subscription Fee for that Subscription Term in full and shall not be entitled to any refund.
13.4 Taploma Holdings Ltd may terminate any or all Contracts immediately on written notice if the Customer:
13.4.1 commits an irremediable breach of any of the Contracts, persistently commits remediable breaches or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same;
13.4.2 fails to pay any amount due to Taploma Holdings Ltd as it falls due (under any Contract); or
13.4.3 makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere.
13.5 Taploma Holdings Ltd shall also be entitled to terminate any or all Contracts immediately if it reasonably apprehends that any of the events specified in clause 13.4 is about to occur in relation to the other and notifies the Customer accordingly.
13.6 In the event of termination a Contract for any reason:
13.6.1 any Fees already paid shall be non-refundable;
13.6.2 any amounts invoiced under the terminated Contract as at the date of termination shall become immediately due and payable;
13.6.3 Taploma Holdings Ltd may invoice for any Additional Services provided up until the date of termination and any expenses incurred in respect of Support Services and Additional Services, and those invoices shall be immediately due and payable;
13.6.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and
13.6.5 where the termination of the Contract leads to the termination of the Subscription:
(a) all Support Services and Additional Services (and Contracts for those Support Services and Additional Services) shall also immediately terminate, unless otherwise agreed;
(b) the right to access Licensed Content shall immediately cease (and all Contracts for that Licensed Content shall immediately terminate) and no further use may be made of that Licensed Content;
(c) the Customer’s (and all Users’) access to Taploma shall be withdrawn by Taploma Holdings Ltd and the Customer shall not (and shall ensure that the Users do not) make any further attempt to access Taploma; and
(d) Taploma Holdings Ltd shall, subject to the prior payment of its reasonable Fees for doing so, provide the Customer Content to the Customer in such standard format as Taploma Holdings Ltd’s may elect.
13.7 The termination of a Contract shall not affect the continuation of any terms which are expressly or implicitly intended to survive termination, including clauses 1, 11, 13, 14, 15, 17, 19 and 20, or the continuation of any other Contracts (except where clauses 13.6.5(a) or(b) apply).
14.1 Each party undertakes that it shall not at any time disclose to any third party any confidential information (being any and all know-how, documentation and information, whether commercial, financial, technical, operational or otherwise relating to the business, affairs, customers, suppliers or methods of one party and disclosed to or otherwise obtained by the other party in connection with a Contract), nor use such information for any purpose other than to exercise its rights and perform its obligations under a Contract, except as otherwise permitted by the Contract or with the prior written consent of the other party.
14.2 The provisions of this clause 14 shall not apply to any confidential information that the receiving party can demonstrate:
14.2.1 is in the public domain in substantially the same combination as that in which it was disclosed to the receiving party other than as a result of a breach of this agreement or any other obligations of confidentiality;
14.2.2 is or was lawfully received from a third party not under an obligation of confidentiality with respect to it;
14.2.3 is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required); or
14.2.4 was developed independently of and without reference to confidential information disclosed by the other party,
provided always that, except where it is prohibited from doing so by law or court order, a party wishing to rely on an exception contained in this clause 14.2 shall provide the other with at least ten (10) days’ written notice of its intention to do so, such notice specifying details of the exception to be relied upon and the information concerned.
14.3 Each party shall be entitled to divulge the other party’s confidential information to its employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same in connection with a Contract (and Taploma Holdings Ltd may disclose the Customer's Confidential Information to Third Party Content Providers to the extent reasonably necessary), provided that the receiving party shall ensure that such persons are aware of, and shall procure that such persons comply with, these obligations as to confidentiality.
14.4 Where the Customer is a public authority which is subject to the Freedom of Information Act 2000 (the FOIA):
14.4.1 the Customer shall promptly inform Taploma Holdings Ltd if it receives a request under the FOIA (a Request) which may lead to it disclosing Taploma Holdings Ltd’s confidential information (unless prohibited to do so by law);
14.4.2 where and to the extent that Taploma Holdings Ltd requests that it does so, the Customer shall use all reasonable endeavours to avoid disclosing Taploma Holdings Ltd's commercially sensitive information, including relying on any exceptions provided for by the FOIA, it being acknowledged that the provisions of this clause 14.4.2 do not override the Customer’s duties under the FOIA; and
14.4.3 subject to clauses 14.4.1 and 14.4.2, the Customer may make any disclosures it is required to make by the FOIA notwithstanding the other provisions of this clause 14; and
14.4.4 Taploma Holdings Ltd shall (at the Customer’s expense) provide all such assistance in complying with the Request as the Customer may reasonably request.
15.1 Each party agrees that, in the performance of its respective obligations under a Contract, it shall comply with the provisions of the Data Protection Act 1998 (in this clause 15, referred to as the Act) to the extent it applies to each of them. Where used in this clause 15, the expressions process, personal data, data processor and data Subject shall bear their respective meanings given in the Act.
15.2 Taploma Holdings Ltd is acting as a data processor and Taploma Holdings Ltd shall:
15.2.1 process any personal data in the Customer Content or about the Users in accordance with the Contract and the Customer's instructions (provided that such instructions are within the scope of Taploma Holdings Ltd’s obligations under the Contract) or unless otherwise required by law or any other regulatory body;
15.2.2 take such security measures as required to enable the personal data to be processed in compliance with obligations equivalent to those imposed on the Customer by the seventh principle of the Act; and
15.2.3 not, and will ensure that its sub-contractors shall not, under any circumstances transfer the Personal Data outside the European Economic Area unless authorised in writing to do so by the Customer or unless one of the derogations from principle 8 of the Act applies; and
15.2.4 allow its data processing facilities, procedures and documentation which relate to the processing of the Personal Data to be inspected (on reasonable written notice) by Customer, a representative of Customer or a regulatory body in order to ascertain compliance with the terms of the agreement, subject to the Customer paying Taploma Holdings Ltd’s reasonable costs incurred in complying with this clause 15.2.4.
16.1 Taploma Holdings Ltd shall comply with all applicable laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ( Relevant Requirements) and shall have and shall maintain in place throughout the term of any Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate.
16.2 Taploma Holdings Ltd shall:
16.2.1 promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by Taploma Holdings Ltd in connection with the performance of this agreement; and
16.2.2 from time to time upon the Customer's request certify to the Customer in writing signed by an officer of Taploma Holdings Ltd, compliance with this clause 16 by Taploma Holdings Ltd and all persons associated with it under clause 16.3. Taploma Holdings Ltd shall provide such supporting evidence of compliance as the Customer may reasonably request.
16.3 Taploma Holdings Ltd shall ensure that any person associated with Taploma Holdings Ltd who is performing services in connection with a Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Taploma Holdings Ltd in this clause 16 (Relevant Terms). Taploma Holdings Ltd shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Customer for any breach by such persons of any of the Relevant Terms.
16.4 For the purpose of this clause 16, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 16 a person associated with Taploma Holdings Ltd includes but is not limited to any subcontractor of Taploma Holdings Ltd.
17.1 The Customer shall indemnify and hold Taploma Holdings Ltd harmless from and against all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with:
17.1.1 any breach by a User of the Acceptable Use Policy; and/or
17.1.2 any criminal or civil legal action brought against Taploma Holdings Ltd as a result of storage or transmission of information or material using Taploma or otherwise as a result of the use of Taploma, the Licensed Content, the Documentation, the Support Services and/or the Additional Services by the Customer or any User other than in accordance with the Documentation and as permitted by the relevant Contract.
17.2 The express terms set out in the Contract are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
17.3 Save as provided by clause 17.4 below:
17.3.1 Taploma Holdings Ltd’s total aggregate liability in respect of all causes of action arising out of or in connection with a Contract (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall not exceed the total Fees paid under the Contract;
17.3.2 Taploma Holdings Ltd shall not be liable for any claim arising out of or in connection with a Contract to the extent that it relates to loss of profits, goodwill, business opportunity or anticipated savings, loss of data, injury to reputation, wasted management time or indirect, consequential or special loss or damage regardless of the form of action (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) and regardless of whether Taploma Holdings Ltd knew or had reason to know of the possibility of the loss or damage in question; and
17.3.3 Taploma Holdings Ltd shall not be liable for any delay in or failure to comply with its obligations to the extent that such failure results from the actions or omissions of the Customer.
17.4 Nothing in a Contract shall limit or exclude Taploma Holdings Ltd’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, and/or for any other loss or damage the exclusion or limitation of which is prohibited by English law.
18.1 Taploma Holdings Ltd shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under a Contract that is caused by events outside its reasonable control (a Force Majeure Event).
18.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Taploma Holdings Ltd’s reasonable control and includes in particular (without limitation), civil commotion, terrorist attack or threat of terrorist attack, war, threat or preparation for war, fire, malicious damage, epidemic or pandemic, storm, flood, drought, or other natural disaster or adverse weather conditions, strikes, lock-outs, other industrial action or other shortage of available staff, impossibility of the use of public or private telecommunications networks, or interruption or failure of utility service, malicious activity against Taploma Holdings Ltd’s computer systems such as unauthorised access, computer virus or denial of service attack, other illegal or unlawful actions of third parties, acts or omissions of other Customers and/or their users or non-performance by suppliers, subcontractors or agents and the acts, decrees, legislation, regulations, policy or restrictions of any government or public authority.
18.3 Where the Force Majeure Event affects Taploma or the Licensed Content the Customer accepts that access to Taploma or the Licensed Content (as applicable) may be unavailable or restricted during the continuance of the Force Majeure Event. Where the Force Majeure Event affects services, the Customer’s right to receive such services is deemed to be suspended for the period that the Force Majeure Event continues, and Taploma Holdings Ltd shall have an extension of time for performance for the duration of that period. The Supplier shall use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under a Contract may be performed despite the Force Majeure Event.
19.1 Each notice given under or in relation to a Contract must be in writing, must clearly state the full corporate name of the Customer and must be either delivered by hand or sent by pre-paid first class post to the recipient’s nominated address, or sent by email to the recipient’s nominated email address .
19.2 Taploma Holdings Ltd’s nominated address for notices is Taploma Holdings Ltd, One Eleven, Edmund Street, Birmingham, B3 2HJ, and its nominated email address is firstname.lastname@example.org. In either case the communication must be marked for the attention of Taploma Support.
19.3 The Customer’s nominated postal address and email address for notices shall be deemed to be as set out in the most recent Order Form submitted to and accepted by Taploma Holdings Ltd.
19.4 Each party may update its nominated contact details by notice to the other from time to time.
19.5 A notice shall be deemed to have been received:
19.5.1 in the case of a delivery made in person, when delivered;
19.5.2 in the case of first class post, two working days after posting; and
19.5.3 in the case of email, at the time of sending if between 9am and 4:30pm on a working day, at 9am on that day if sent before 9am on a working day or otherwise at 9am on the next working day (provided in each case that no email delivery failure notification is received)This clause 19 does not apply to the service of legal proceedings or other documents in any legal action.
20.1 A Contract constitutes the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges and accepts that, in entering into a Contract, it has not relied upon any representation, undertaking or promise except as set out in the Contract.
20.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in a Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in a Contract.
20.3 The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to a Contract does not constitute and shall not be construed as a waiver of such term or right, remedy, power or privilege and shall in no way affect either party's right later to enforce or exercise it, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
20.4 The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to a Contract shall not in any way affect the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.
20.5 The Customer may not assign, transfer, sub-contract or otherwise part with a Contract or any right or obligation under it without Taploma Holdings Ltd’s prior written consent.
20.6 Taploma Holdings Ltd may amend the terms of a Contract from time to time by notice to the Customer. The revised terms shall take effect on such date as Taploma Holdings Ltd may nominate, provided that such date must not be less than 30 days from the date of the notice save where the change is required by law to take place earlier.
20.7 An Order Form submitted via the web interface shall be automatically deemed accepted upon the activation of the Subscription and there shall be no requirement for Taploma Holdings Ltd to confirm acceptance in writing. An Order Form agreed via any other means may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has executed at least one counterpart.
20.8 Nothing in a Contract shall confer any rights upon any person who is not a party to the Contract, whether under the Contracts (Rights of Third Parties) Act 1999, or otherwise, except to the extent that rights are conferred by these terms on a Third Party Content Provider. The consent of members of any Third Party Content Provider shall not be required to amend or terminate a Contract.
20.9 Each Contract (including any associated non-contractual disputes or claims) is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with a Contract.
Acceptable Use Policy
1. This Acceptable Use Policy has been designed to protect Taploma and to ensure that it remains functional, accessible and secure for all customers and their users.
2. It is a requirement of this Acceptable Use Policy that it is strictly complied with, both in letter and in spirit. In the event that you are unsure as to whether any particular use of Taploma is permitted, please submit a support request seeking clarification.
3. This Acceptable Use Policy applies to all users of Taploma. A reference in this Acceptable Use Policy to "you" is to any User.
4. You must:
4.1 use Taploma in accordance with this Acceptable Use Policy and the relevant Contract;
4.2 use Taploma in good faith and in the manner in which is intended;
4.3 read the Documentation and ensure that you use Taploma in accordance with it; and
4.4 let us know if you become aware of anything which concerns you regarding Taploma, including any security issues or any breach or potential breach of our Contract or this Acceptable Use Policy by you or any other party.
5. You must not use Taploma in a manner that:
5.1 breaches any applicable local, national or international law or regulation;
5.2 may damage Taploma Holdings Ltd’s reputation, that of Taploma, or the reputation of any customer or User; and/or
5.3 is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
6. You may not use Taploma for the following purposes:
6.1 uploading, downloading, using or re-using any material which:
6.1.1 is inaccurate;
6.1.2 expresses an opinion which is not genuinely held;
6.1.3 contains any material which is defamatory or derogatory of any person;
6.1.4 contains any material which is obscene, offensive, hateful or inflammatory;
6.1.5 promotes sexually explicit material, violence, any illegal activity or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
6.1.6 infringes the Intellectual Property Rights or other rights of any person;
6.1.7 is likely to deceive any person;
6.1.8 is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; and/or
6.1.9 advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse; and
6.2 harming or attempting to harm any individual, company or other body in any way; and
6.3 accessing any computer, system, data or network in an unauthorised manner.
7. You must not:
7.1 use automate scripts to collect information from or otherwise interact with Taploma;
7.2 reproduce, duplicate, copy or re-sell any part of Taploma except as permitted by a Contract;
7.3 impersonate any person or misrepresent your identity or affiliation with any person;
7.4 access without authority, interfere with, damage or disrupt:
7.4.1 any part of Taploma;
7.4.2 any equipment or network on which Taploma is stored;
7.4.3 any software used in the provision of Taploma; or
7.4.4 any equipment or network or software owned or used by any third party;
7.5 attempt to circumvent any security measure or other restriction; and
7.6 transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware, or to attack Taploma via a denial-of-service attack or a distributed denial-of service attack.
Support and Service Levels
1. SUBMITTING SUPPORT REQUESTS
1.1 All Support Requests must be submitted by one of the Customer’s support contacts (nominated in accordance with clause 5.1 of these terms) either by telephone or email, using such contact details as may be provided to the Customer for these purposes from time to time.
1.2 Support is provided by Taploma Holdings Ltd’s support team during working hours.
1.3 Every Support Request submitted will be recorded and allocated a Ticket Number.
2. INCIDENT CATEGORIES
Every Support Request submitted will be allocated a category by Taploma Holdings Ltd, acting reasonably and following the below guidelines:
Taploma is completely unavailable to the Customer and all Users
Taploma is experiencing a major issue that results in the unavailability of a substantial part of Taploma, including for example a whole Course, or makes using Taploma as a whole difficult
Taploma is experiencing a minor issue, such as one that results in the unavailability of a minor part of Taploma, or important parts of Taploma running slowly or with minor usability issues
There is an incident having minimal impact on the operation of Taploma, or the Customer has made a request for information or for Additional Services
3. SERVICE Levels
3.1 Taploma Holdings Ltd will aim to respond to all Support Requests within 4 working hours of receipt.
3.2 Taploma Holdings Ltd will aim to resolve all incidents (or provide a workaround as it considers appropriate) within the following timescales:
1 working day
3 working days
10 working days
3.3 Given the nature of category 4 incidents there is no target resolution time, but Taploma Holdings Ltd will endeavour to resolve them promptly as it deems appropriate in the circumstances.
3.4 Taploma Holdings Ltd will aim to ensure that Taploma is available at least 99% of the time during working hours. Taploma is deemed to be available unless it is experiencing a category 1 incident, as described above.
3.5 Availability shall be calculated for each calendar month by dividing the time that Taploma was deemed available in accordance with paragraph 3.4 by the total target availability and multiplying the result by 100. For the purposes of this paragraph 3.5 the total target availability is the number of working hours in the relevant calendar month subtract any time that Taploma was unavailable due to (a) maintenance (planned or unplanned), (b) breach of a Contract by the Customer, (c) problems caused by the Customer’s (or a User’s) own systems or networks, or by hardware, software, firmware or media not supplied by Taploma Holdings Ltd, (d) attempting to access Taploma other than via a Compatible Browser; (e) an Event of Force Majeure or (f) suspension which is permitted by a Contract.
4. SERVICE CREDITS
4.1 Where the availability Service Level described at paragraphs 3.4 to 3.5 is not met in respect of any calendar month, the Customer may, within 30 days of the end of the calendar month in which the Service Level was not met, request a service credit calculated in accordance with paragraph 4.2.
4.2 The service credit shall be equivalent to one day’s worth of Subscription Fees (ie 1/365 of the Subscription Fees) for each full working hour in excess of the amount of downtime permitted by the availability Service Level that Taploma was unavailable, up to a maximum of 15 days’ worth of Subscription Fees in any one calendar month.
4.3 Where a service credit is requested pursuant to clause 4.1 (and Taploma Holdings Ltd, acting reasonably, agrees to issue it), the service credit shall be applied as a credit against the next invoice to be issued to the Customer.
4.4 The service credits set out in this paragraph 4 represent the Customer’s sole and exclusive remedy for any non-compliance with the Service Levels.
5.1 If no resolution or workaround is provided in accordance with the timescales set out in clause 3.1 above, the Customer may escalate the Support Request to the service delivery manager and, in the case of category 1 and category 2 incidents, if the incident remains unresolved may escalate it to the operations director of Taploma Holdings Ltd.
Service Delivery Manager
1 working day
2 working days
3 working days
5 working days
10 working days
5.2 In the event that the person described in paragraph 5.1 is not available Taploma Holdings Ltd will use reasonable endeavours to refer the Customer to a suitable alternative contact.
6. Customer’s responsibilities
6.1 Taploma Holdings Ltd’s ability to provide the Support Services relies on the Customer making a full and detailed report of the particular issue being experienced, sufficient for Taploma Holdings Ltd to reproduce the issue (where applicable) and to identify the cause. Where the initial Support Request submitted by the Customer is insufficiently detailed Taploma Holdings Ltd shall request clarification from the Customer and the resolution target time shall run from the point at which a sufficiently detailed response is received.
6.2 Once a Support Request has been submitted the Customer must fully co-operate with Taploma Holdings Ltd to assist Taploma Holdings Ltd in resolving the issue. Should the Customer at any time not promptly respond to Taploma Holdings Ltd with a response to any query raised then the time for resolving the issue shall be deemed suspended until an appropriate response is received.
7.1 The Support Services do not cover:
7.1.1 problems caused by use of Taploma in breach of a Contract, including where Taploma is being used contrary to the Acceptable Use Policy or otherwise than as described in the Documentation;
7.1.2 problems caused by the Customer’s (or other User’s) own systems or networks, or by hardware, software, firmware or media not supplied by Taploma Holdings Ltd;
7.1.3 use of Taploma other than through a Compatible Browser;
7.1.4 the provision of support other than to the Customer’s support contacts;
7.1.5 issues caused by Force Majeure Events;
7.1.6 queries about the Licensed Content, except where the query relates to a technical malfunction caused by or relating to the Licensed Content; or
7.1.7 provision of on-site support or support at any location other than remotely from Taploma Holdings Ltd’s own premises.
7.2 In the event that the Customer requests any support of a type described in paragraph 7.1 Taploma Holdings Ltd may provide the requested support at its discretion, but shall be entitled to charge for such support at its then current day rates. These charges may be imposed retrospectively where Taploma Holdings Ltd provides Support Services without first notifying the Customer of the additional charges, for example in an emergency or where it only becomes clear that the services provided fall within paragraph 7.1 following the services being provided.
Terms applicable to Free Trials
1. Taploma Holdings Ltd may from time to time offer Free Trials of the Taploma service.
2. A Free Trial is intended only to be used for testing purposes and should not be used for any other purpose.
3. Unless otherwise stated a Free Trial is only available to Customers:
3.1 who have not previously had a Free Trial of Taploma or a Subscription;
3.2 who have a requirement for the Taploma service and who have a genuine intention to assess the service with a view to signing up for a Subscription if they are satisfied with the service; and
3.3 who are eligible for a Subscription.
4. By applying for a Free Trial the Customer warrants and represents that it meets the eligibility requirements for the Free Trial.
5. Taploma Holdings Ltd reserves the right to charge Subscription Fees at its standard rates to any Customer who signs up for a Free Trial without a genuine belief that it is eligible to benefit from a Free Trial.
6. Taploma Holdings Ltd shall be entitled to suspend or terminate a Free Trial at any time in its absolute discretion. Where Taploma Holdings Ltd terminates a Customer's Free Trial then the Customer shall be prohibited from signing up for a Subscription unless otherwise confirmed in writing by Taploma Holdings Ltd.
7. During the period of a Free Trial Taploma and the Support Services are provided on an "as is" basis and Taploma Holdings Ltd gives no warranties, representations or guarantees about the service. Taploma Holdings Ltd disclaims all liability whatsoever (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) to the Customer during the Free Trial (to the maximum extent permitted by law).
8. Taploma Holdings Ltd shall be entitled to impose any such restrictions as it sees fit on the Taploma service or the Customer’s use of it during the Free Trial.
9. Unless otherwise expressly agreed in writing, the Customer shall not be entitled to order any Licensed Content or Additional Services during the Free Trial. Where Taploma Holdings Ltd does allow the Customer to order such content or services such Order shall be dealt with in accordance with the procedure set out in the terms and the acceptance of such Order shall form a Contract. Any such Contract shall automatically terminate on the expiry of the Free Trial unless the Customer takes out a Subscription.
10. The Free Trial shall be strictly limited to a period of 30 days (unless otherwise stated).
11. If the Customer takes out a Subscription during the period of its Free Trial then the terms set out in this schedule shall cease to apply from the point that the Subscription is activated.
12. Following the expiry of the Free Trial Taploma Holdings Ltd will normally suspend the Customer’s instance of Taploma so that it can be reactivated if the Customer chooses to take out a Subscription. To allow for reactivation of the account that the Customer used during the Free Trial the Customer should either log in to the same account it registered for the Free Trial to complete the Order Form for a Subscription or, if ordering via another route, should provide details of the account it registered for the Free Trial with its Order.
13. Taploma Holdings Ltd does not provide any guarantee that a Free Trial account will be able to be converted into a full Subscription.
14. Following the expiry of the Free Trial Taploma Holdings Ltd reserves the right to delete any Customer Content, settings or configurations and to deactivate and reallocate any sub-domain which was allocated to the Customer during the Free Trial period.
15. The following provisions of the terms apply during a Free Trial (with references to "Subscription" and a "Contract" being read as references to the Free Trial and its applicable terms):
15.1 clauses 1 (to the extent relevant);
15.2 clauses 3.2, 3.4, 3.7, 3.8 and 3.9;
15.3 clause 5 (save that during the Free Trial support shall be provided on a discretionary basis only);
15.4 clause 7 (to the extent relevant to a Free Trial);
15.5 clause 10;
15.6 clauses 11.1 to 11.4;
15.7 clauses 14 to 16;
15.8 clause 17.1; and
15.9 clauses 19 and 20.
16. In the event of a conflict between the terms of this schedule 3 and the remainder of the terms, the terms of this schedule 3 shall take precedence. For the avoidance of doubt paragraph 15 shall not have the effect of imposing any liability upon Taploma Holdings Ltd.
Your privacy is important to us...
This policy covers all data that is shared by a visitor with us whether directly via https://www.taploma.com or via email. This policy been created by the internet marketing experts at Surge Digital on our behalf, and is occasionally updated by us so we suggest you re-review from time to time.
This policy provides an explanation as to what happens to any personal data that you share with us, or that we collect from you either directly via this website or via email.
Certain businesses are required under the data protection act to have a data controller. For the purpose of the Data Protection Act 1998 our data controller is Taploma and can be contacted via email at email@example.com.
1. Information we collect
In operating our website we may collect and process the following data about you:
1.1 Details of your visits to our website and the resources that you access including, but not limited to, traffic data, location data, weblog statistics and other communication data.
1.2 Information that you provide by filling in forms on our website, such as when you register to receive information such as a newsletter or contact us via the contact us page.
1.3 Information provided to us when you communicate with us for any reason.
On occasion, we may gather information about your computer for our services, and to provide statistical information regarding the use of our website to our advertisers.
Such information will not identify you personally, it is statistical data about our visitors and their use of our site. This statistical data does not identify any personal details whatsoever. It is used by us to analyse how visitors interact with the website so that we can continue to develop and improve this website.
We may gather information about your general Internet use by using a cookie file that is downloaded to your computer. Where used, these cookies are downloaded to your computer automatically. This cookie file is stored on the hard drive of your computer as cookies contain information that is transferred to your computer’s hard drive. They help us to improve our website and the service that we provide to you.
All computers have the ability to decline cookies. This can be done by activating the setting on your browser which enables you to decline the cookies. Please note that should you choose to decline cookies, you may be unable to access particular areas of our website.
Any advertising featured on this website may also incorporate cookies, over which we have no control. Such cookies (if used) would be downloaded once you click on advertisements on our website.
For more information on cookies you can read the guidance at All About Cookies.
3. Use of your information
The information that we collect and store relating to you is primarily used to enable us to provide our services to you. In addition, we may use the information for the following purposes:
3.1 To provide you with information requested from us relating to our products or services and to provide information on other products which we feel may be of interest to you if you have consented to receive such information.
3.2 To meet our contractual commitments to you.
3.3 To notify you about any changes to our website, such as improvements or service/product changes, that may affect our service.
3.4 If you are an existing customer, we may contact you with information about goods and services similar to those which were the subject of a previous sale to you.
3.5 We may use your data, or permit selected third parties to use your data, so that you can be provided with information about unrelated goods and services which we consider may be of interest to you. We or they may contact you about these goods and services by any of the methods that you consented to at the time your information was collected.
3.6 If you are a new customer, we will only contact you or allow third parties to contact you only when you have provided consent and only by those means you provided consent for.
3.7 If you do not want us to use your data for ourselves or third parties you will have the opportunity to withhold your consent to this when you provide your details to us on the form on which we collect your data.
3.8 Please be advised that we do not reveal information about identifiable individuals to our advertisers but we may, on occasion, provide them with aggregate statistical information about our visitors such as your area of residence or age group.
4. Storing your personal data
4.2 Data that is provided to us is stored on our secure servers. Details relating to any transactions entered into via our site will be encrypted to ensure its safety.
4.3 The transmission of information via the internet is not completely secure and therefore we cannot guarantee the security of data sent to us electronically and the transmission of such data is entirely at your own risk. Where we have given you (or where you have chosen) a password so that you can access certain areas of our site, you are responsible for keeping this password confidential.
5. Disclosing your information
5.1 Where applicable, we may disclose your personal information to any member of our group. This includes, where applicable, our subsidiaries, our holding company and its other subsidiaries.
5.2 We may also disclose your personal information to third parties:
5.2.1 Where we sell any or all of our business and/or our assets to a third party.
5.2.2 Where we are legally required to disclose your information.
5.2.3 To assist fraud protection and minimise credit risk.
6. Third party links
You might find links to third party websites on our website. These websites should have their own privacy policies which you should check. We do not accept any responsibility or liability for their policies whatsoever as we have no control over them.
7. Access to information
The Data Protection Act 1998 gives you the right to access the information that we hold about you. Please note that any demand for access may be subject to payment of a fee of £10 which covers our costs in providing you with the information requested. Should you wish to receive details that we hold about you please contact us using the contact details below.
8. Contacting us
We welcome any queries, comments or requests you may have regarding this policy please do not hesitate to contact us at firstname.lastname@example.org.
If you would prefer to write to us then our contact address is:
Taploma Holdings Ltd