Simplelists.com Terms and Conditions
1.1. Set out below are the Supplier’s standard terms and conditions for the provision of the Services, which will apply in all circumstances of the Supplier’s provision of the Services.
1.2. Each Customer must read these terms and conditions carefully, paying particular attention to clause 13, which provides for the limitation of the Supplier’s liability.
2.1. The definitions and rules of interpretation in this clause apply in these Terms.
- AUTHORISED USERS
- those employees, agents, list members and independent contractors of the Customer who are authorised by the Customer to use the Services.
- BUSINESS DAY
- a day other than a Saturday, Sunday or public holiday in England when banks in Lon- don are open for business.
- CHANGE OF CONTROL
- the beneficial ownership of more than 50% of the issued share capital of a com- pany or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
- CONFIDENTIAL INFORMATION
- information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.
- the provision of the Services in accordance with these Terms.
- the person identified as the “Customer” who registered for the Service and pays the charges.
- CUSTOMER DATA
- the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
- the document made available to the Customer by the Supplier online via https://www.simplelists.com or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
- INITIAL SUBSCRIPTION TERM
- the initial term of the Contract as defined by the length of the subscription purchased.
- INITIAL SUBSCRIPTIONS
- the initial amount of Subscriptions which the Customer has purchased.
- RENEWAL PERIOD
- the period that the Customer makes payments for the Service.
- SERVICE COMMENCEMENT DATE
- the date that the Customer registers for an account.
- the subscription services to be provided by the Supplier to the Customer for the purposes of email forwarding and related services.
- the online software applications, access to which is provided by the Supplier as part of the Services.
- any of but not limited to: sending unsolicited mail messages ("junk mail") or other advertising material to individuals who did not specifically request such materials; the forging of mail header information.
- SUBSCRIPTION FEES
- the subscription fees payable by the Customer to the Supplier for the Subscriptions.
- the subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services in accordance with the Contract.
- SUBSCRIPTION TERM
- has the meaning given in clause 14.2 (being the Initial Subscription Term together with any subsequent Renewal Periods).
- Simplelists.com of BCM6673, London, WC1N 3AX.
- the terms and conditions set out in this document as amended from time to time.
- any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.3. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.4. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.
2.5. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.
2.6. A reference to writing or written includes faxes and e-mails.
2.7. References to clauses are to the clauses of these Terms.
2.8. Reference to a “party” shall mean a party to the Contract.
3.1. The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to these Terms.
4. User subscriptions
4.1. Subject to these Terms, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term.
4.2. The Customer shall not (and shall procure that each Authorised User shall not) access, store, dis- tribute or transmit any Viruses, or any material during the course of its use of the Services that:
- a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- b) facilitates illegal activity;
- c) depicts sexually explicit images;
- d) promotes unlawful violence;
- e) is or could be considered Spam;
- f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- g) in a manner that is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
4.3. The Customer shall not (and shall procure that each Authorised User shall not) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
- a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or
- c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
- d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documenta- tion, other than as provided under this clause 4; and
4.4. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier by emailing email@example.com.
4.5. The Customer shall use all reasonable endeavours to protect passwords. Should any password be compromised, the Supplier must be promptly notified by emailing firstname.lastname@example.org.
5. Customer data
5.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The Supplier shall follow its internal company archiving procedures for backing-up the Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. To the extent permitted under applicable law, the Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
6. Data Processing
6.1. See the separate GDPR Statement on the Simplelists website for how the Supplier complies with the obligations of data processing with regard to the EU General Data Protection Regulation.
6.2. This section details the data processing that the Supplier (as the data processor) will perform on behalf of the Customer (the data controller). The Supplier shall comply with any further written instructions from the Customer with respect to processing.
- Subject matter of the processing
- Email list hosting and mailing list distribution
- Duration of the processing
- For the length of time that the Customer has an active account
- Nature and purpose of the processing
- The collection, recording, storage and retrieval of data related to list members. The collection, recording, storage, retrieval and dissemination of list emails to list members.
- Type of personal data
- Name, email address and related notes of list members. Emails distributed via email lists.
- Categories of data subject
- List members of Simplelists
- Plan for return and destruction of the data once the processing is complete
- Data will be destroyed one year after a Customer's Simplelists account has expired. A customer may request the return of the data at any time before this.
7. Supplier's Obligations
7.1. The Supplier undertakes that the Services will be performed with reasonable skill and care.
7.2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:
- a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
- b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- c) is not responsible for any damage caused by viruses that may propagate through the system, although the Supplier will attempt to prevent this happening by virus-scanning incoming emails to the Service.
7.3. The Contract shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
8. Customer's Obligations
8.1. The Customer shall:
- a) provide the Supplier with all necessary co-operation in relation to the Contract; and all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
- b) comply with all applicable laws and regulations with respect to its activities under the Contract;
- c) carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
- d) ensure that the Authorised Users use the Services and the Documentation in accordance with the Terms and shall be responsible for any Authorised User’s breach of the Terms;
- e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;
- f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
- g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
9. Charges and Payments
9.1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9.
9.2. If the customer provides:
- a) Its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such
- (i) on the Service Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- (ii) subject to clause 14.1, on each anniversary of the Service Commencement Date for the Subscription Fees payable in respect of the Renewal Period;
- b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
- (i) on the Service Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period.
9.3. Where the Supplier issues an invoice to the Customer, the Customer shall pay each invoice within 30 days after the date of such invoice.
9.4. If the Supplier has not received payment within 30 days after a payment due date of any invoice, then without prejudice to any other rights and remedies of the Supplier:
- a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
9.5. All amounts and fees stated or referred to in the Contract:
- a) are non-cancellable and non-refundable, unless the most recent payment for use of the Service was within seven (7) days of notice of termination.
- b) may be increased at the start of the next renewal period, in which case a minimum of 30 days' notice will be provided.
10. Intellectual Property Rights
10.1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services (and the Software). Except as expressly stated herein, the Contract does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in re- spect of the Services (and the Software).
10.2. The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.
10.3. The Supplier grants the Customer with a non-exclusive, non-transferable licence to use the Software to the extent necessary for the usage of the Services in accordance with the Terms. The Customer shall not represent that it owns any intellectual property rights in the Software and shall not use the Services or the Software in any manner that adversely affects the validity of the Supplier rights in or to the Software and / or those of its licensors.
11.1. It is hereby agreed by both the Supplier and the Customer that no disclosure of Confidential Information shall be made to any third party. This clause may not apply if the Supplier receives a properly authorised UK issued Court Order to the contrary, and in such circumstances will ensure that the Customer is promptly informed.
11.2. The Supplier shall apply careful attention to the observance of confidentiality in relation to the Customer Data and confirms that throughout the duration of the provision of Services it shall apply continuous compliance to all aspects of the UK Data Protection Act/EU General Data Protection Regulation, including without limitation data processing. The Supplier furthermore shall not use or disclose Customer Data without express consent from the Customer, or unless such use or disclosure is necessary for the operation of the Services.
11.3. The Supplier hereby confirms that it has appropriate technical, organisational and information security measures in place. Such measures govern the management, processing and storage of the Customer's data related to their use of the Services.
11.4. The Supplier hereby agrees to not transfer any personal data that is processed on behalf of the Subscriber, to any territory which falls outside the European Economic Area (EEA), unless such transfer is either (a) conducted with the Subscriber's written consent in advance, or (b) necessary to allow the Subscriber to use the Services, for example if they themselves or one of their members are located outside of the EEA.
12.1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s and/or any Authorised User’s use of the Services where such claims, actions, proceedings, losses, damages, expenses and costs has arising as a result of the Customer’s and/or any Authorised User’s negligence or breach of the Contract, provided that:
- a) the Customer is given prompt notice of any such claim;
- b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
- c) the Customer is given sole authority to defend or settle the claim.
13. Limitation of Liability
13.1. This clause 13 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
- a) arising under or in connection with the Contract;
- b) in respect of any use made by the Customer of the Services, the Documentation or any part of them; and
- c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
13.2. Except as expressly and specifically provided in the Contract:
- a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;
- b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
- c) the Services are provided to the Customer on an “as is” basis.
13.3. Nothing in the Contract excludes the liability of the Supplier:
- a) for death or personal injury caused by the Supplier’s negligence; or
- b) for fraud or fraudulent misrepresentation.
13.4. Subject to clause 13.2 and 13.3:
- a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
- b) the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
14. Term and Termination
14.1. The Contract shall, unless otherwise terminated as provided in this clause 14, commence on the Service Commencement Date and continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods unless:
- a) either party notifies the other party of termination, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
- b) otherwise terminated in accordance with these Terms;
14.2. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.3. Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:
- a) the Customer fails to pay any amount due under this agreement on the due date for payment;
- b) the Customer commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 days after being notified in writing to do so;
- c) the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
- d) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- e) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer;
- h) the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
- i) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
- j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and such attachment or process is not discharged within 14 days;
- k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.3.d to clause 14.3.j (inclusive);
- l) there is a change of control of the Customer; or
- m) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.4. On termination of the Contract for any reason:
- a) all licences granted under the Contract shall immediately terminate;
- b) the Supplier will destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data. Customer Data may remain in backup storage for some period of time after it has been destroyed in production systems; and
- c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. Force Majeure
15.1. The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16.1. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.1. The Supplier reserves the right to modify the Service or change the Terms and Conditions of this agreement. The Supplier shall provide notice of such changes by posting it at https://www.simplelists.com, and where possible by contacting the Customer at the registered email address. Customers not agreeing to the modified agreement may terminate the Service. Continued use of the Service after such material has been posted shall be deemed acceptance of the revised terms and conditions by the Customer.
18. Entire Agreement
18.1. The Contract, and any documents referred to in it, constitute the whole agreement between the par- ties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
18.2. Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
19.1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
19.2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
20. Third Party Rights
20.1. The Contract does not confer any rights on any person or party (other than the parties to the Con- tract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.1. Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address, or sent by fax to the other party’s fax number, or sent by email to the other party’s email address as set out set out on account registration or such other email address as may have been notified by that party for such purposes.
21.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout ob- tained by the sender). A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the time stamp on the email sent by the sender).
22. Governing Law and Jurisdiction
22.1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
22.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).