Terms of Service
Customer Data, Intellectual Property and Our Obligations to You
Thanks for using our products and services (“Services”). The Services (“Twine”) are provided by Browser London Limited (“Browser”), located at Wadebridge House, 16 Wadebridge Square, Poundbury, Dorchester, DT1 3AQ. Registered in England & Wales No. 06681071.
By using our Services, you are agreeing to these terms. Please read them carefully. Be sure to occasionally check back for updates.
- You must be 18 years or older to use this Service.
- You must provide your full legal name, current address, a valid email address, and any other information needed in order to complete the signup process.
- You are responsible for keeping your password secure. Browser cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
- You may not use the Twine service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
- You are responsible for all activity and content (data, graphics, photos, links) that is uploaded under your Twine account.
- You must not transmit any worms or viruses or any code of a destructive nature.
- A breach or violation of any of the Account Terms as determined in the sole discretion of Browser will result in an immediate termination of your services.
- You shall ensure that the service at all times complies with all applicable laws, regulations, bye-laws and codes of practice. You shall be responsible for updating any content on the service. You will be the sole data controller of the Data for the purpose of Section 1(1) of the Data Protection Act 1998 and shall comply in all respects with all data protection and other legislation, regulations, bye-laws and codes of practice in respect of the Data.
- You shall indemnify and keep indemnified Browser against any claims, damages, losses, expenses, fines, costs and liabilities suffered or incurred by Browser as a result of any breach of this obligation.
- You acknowledge that Browser may disclose Data to subcontractors on a need to know basis only and you the customer authorises this disclosure to give effect to this Agreement. Browser to request authorisation for disclosure before-hand.
- Problems will be reported by you to Browser using the Browser help desk number and in accordance with this Agreement.
- Browser shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
- Browser shall use commercially reasonable endeavours to make the Services available in accordance with Twine’s Service Level Agreement (SLA), except for: (a) planned maintenance carried out during a maintenance window and (b) unscheduled maintenance performed outside Normal Business Hours, provided that the Browser has used reasonable endeavours to give the Customer at least 48 Normal Business Hours notice in advance.
- Browser will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided. Browser may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.
- Each party will: (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates’ employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates’ employees and agents in violation of this Section.
- Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
- Each party may disclose the other party’s Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
- Browser do not claim any intellectual property rights over the material you provide to the Twine service. All material you upload remains yours. You can remove your Twine account at any time by terminating your account. This will also remove all content you have stored on the Service.
- This Agreement does not transfer from Browser to you any Twine or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Browser.
- Browser, the Browser logo, the Twine logo, and all other trademarks, service marks, graphics and logos used in connection with Browser, or the Services are trademarks or registered trademarks of Browser or Browser licensors. Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties. Your use of the Services grants you no right or license to reproduce or otherwise use any Browser or third-party trademarks.
- This Agreement will remain in effect for the Term.
- Browser will provide the Services to you during the Service Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of that Services Term
- At the end of each Services Term, the Services (and all End User Accounts previously purchased) will automatically renew for an additional Services Term of twelve months by default. You will pay Browser the then-current yearly Fees for each renewed End User Account unless you and Browser mutually agree otherwise. You may alter the number of End User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to your account manager at Browser or within the settings panel of Twine. If Browser does not want the Services to renew, then it will provide Customer written notice to this effect at least fifteen days prior to the end of the then current Services Term. This notice of non renewal will be effective upon the conclusion of the then current Services Term.
- You may disable the automatic renewal option via the Twine settings panel. If you disable this automatic renewal setting, Your End User Accounts will terminate upon the conclusion of the then current term. Browser may re-enable the automatic renewal setting on your behalf if you reduce or modify the number of End User Accounts scheduled.
- You may request End User Accounts by: (i) notifying your designated Browser Account Manager; or (ii) ordering End User Accounts via the Twine setting panel.
- Browser may revise its rates for the following Services Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Services Term.
- Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
- If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) Browser will provide you access to, and the ability to export the Customer Data for a commercially reasonable period of time at Browser’s then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, Browser will delete Customer Data by removing pointers to it and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.
- 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.
- Browser shall follow its archiving procedures for Customer Data as set out in its internal Backup Policy available on request on or such other website address as may be notified to the Customer from time to time, as such document may be amended by Browser in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Browser 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 in accordance with the archiving procedure described in its Back-Up Policy. Browser shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
- Browser shall, in providing the Services, comply with its Privacy and Security Policies relating to the privacy and security of the Customer Data available at http://www.twineintranet.com/privacy-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Browser in its sole discretion.
- If Browser processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) You acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) You shall ensure that the you are entitled to transfer the relevant personal data to Browser so that the Browser may lawfully use, process and transfer the personal data in accordance with this agreement on the your behalf;
(c) You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(d) You shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Limitation of liability
In no event will Browser, or its suppliers or licensors be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for:
- any special, incidental or consequential damages;
- the cost of procurement for substitute products or services;
- for interruption of use or loss or corruption of data; or for any amounts that exceed the fees paid by you to Browser under this agreement during the twelve (12) month period prior to the cause of action.
Browser shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You agree to hold us harmless against any and all claims, damages, demands, expenses, costs, liabilities and losses which we may suffer or incur as a result of your negligent use of the Service or any breach of this agreement.
Browser reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes.
Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. Browser may also, in the future, offer new services and/or features through the Services (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
- This agreement 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.
- 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).
- This agreement has been entered into at the point of signing up to use the service.
- Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
- This Agreement, and all documents referenced herein, is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
- If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Page, the Agreement, and the terms located at any URL. If Customer signs a physical agreement with Browser to receive the Services, the physical agreement will override this online Agreement.
You: meaning the Customer, End User or Authorised Users from your organisation using the service.
We: meaning the company, officers, staff and sub-contractors from Browser London Limited.
Browser: meaning the company, officers, staff and sub-contractors from Browser London Limited.
Supplier: meaning the company, officers, staff and sub-contractors from Browser London Limited.
Customer: meaning you (“the customer”) using the service.
Twine: meaning the product/service (“Twine”), which is provided by Browser London Limited.
Account Manager: means the Browser staff member working with Customer regarding Customer’s purchase of the Services.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.
Customer Data: means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.
End Users: means the individuals Customer permits to use the Services.
End User Account: means a hosted account established by Customer through the Services for an End User.
Intellectual Property Rights: means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
Services: the subscription services provided by Browser to the Customer under this agreement or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
Services Term: means the applicable Initial Services Term and all renewal terms for the applicable Services.
Effective Date: the date of this agreement.
Software: the online software applications provided by the Supplier as part of the Services.