1. About these Terms and Conditions
1.1. This document sets out the terms and conditions (the “Terms”) upon which we, Polaris iRecords Ltd, registered company number 10898621, of Ada Lovelace House, Urban Road Sutton Ashfield Notts, NG17 8BY (“Polaris”, “we”, “us”, “our”) provide to our users (each a “User”, “you”, “your”) our storage and backup services and related features, programs and services (collectively, the “Services”).
1.2. If you have any questions about these Terms, please email us at support@polarisirecords.com.
1.3. For technical support, please contact us by:
Email: support@polarisirecords.com
Telephone (emergencies only): 0333 011 5109
Our helpdesk is available Monday to Friday, 9.00am until 5.00pm, on this local rate number.
1.4. In case of an out of hours emergency, our out of hours team can be contacted on 01202 866953. The emergency will be relayed to an on-call engineer to return the call immediately or within the hour wherever possible.
1.5. These Terms incorporate by reference the Privacy Policy.
1.6. These Terms constitute a binding agreement between Polaris and you, the User, (the “Agreement”) from the earlier of (i) your acceptance of the Terms, or (ii) your use of the Services (the “Effective Date”). Each party accepts the Agreement without modification and agrees to comply with it. If you do not agree to comply with the Agreement, you must not use our Services.
1.7. We recommend that you print a copy of these Terms for future reference. Any subsequent modifications to these Terms will apply to you only if you have agreed to such modifications.
2. Our Services
2.1. Polaris will:
(a) provide the Services in accordance with the Service Levels set out in the Schedule;
(b) provide the Services with the highest level of care, skill and diligence in accordance with best practice in its industry;
(c) act in good faith towards the User;
(d) co-operate with the User in all matters relating to the Services; and
(e) promptly comply with the User’s reasonable instructions in relation to the Services;
(f) not do or omit to do anything which may cause the User to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business; and
(g) notify the User in writing immediately upon (i) the occurrence of a change of control of Polaris; and (ii) any changes to the underlying equipment or changes to third party providers that may affect the information security of the Services and Controller Data.
2.2. Polaris warrants on a continuous basis that:
(a) it has full capacity and authority and all necessary consents to enter into and perform this Agreement;
(b) it has and will retain all necessary rights and consents to grant the licence in clause 7.3;
(c) its performance of all its obligations under this Agreement will comply with all applicable laws; and
(d) the User’s proper use of the Services will not contravene any law or regulatory obligation or any contract to which Polaris is subject and it will not infringe any rights including without limitation IPR (as defined below) of any third party.
3. Your obligations
3.1. You shall:
(a) use the Services in a proper manner and only for the purpose of keeping an electronic record of your notarial acts;
(b) comply with the reasonable instructions of Polaris from time to time in relation to your use of the Services;
(c) co-operate with Polaris in relation to your support requests;
(d) act in good faith towards Polaris in relation to your use of the Services; and
(e) endeavour to inform Polaris of any issues with the Services, where practicable.
3.2. Polaris will not be relieved from complying with the Agreement by the User’s failure to comply, unless Polaris has notified the User of the breach and the anticipated effect on the Services.
4. Charges and payment
4.1. You shall pay £10.00 in respect of each calendar month in which you have signed up to use, or have used, the Services.
4.2. The amount is payable within 30 days of the end of each calendar month.
4.3. Payment shall be made by way of direct debit.
5. Confidentiality
5.1. “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with, a party from time to time during the Term (as defined below).
5.2. “Confidential Information” means information disclosed by, or on behalf of, one party to the other party, its Affiliate, or their officers, employees, agents and subcontractors in connection with or in anticipation of this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It will include, without limitation, any information in whatever form or medium relating to the business, customers, products, affairs or finances of either party and any trade secrets including, without limitation, technical data, methodologies and know-how and any suppliers, customers, agents, distributors, shareholders, management or business contracts. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party. For the avoidance of doubt, all Controller Data shall be Confidential Information.
5.3. The recipient of any Confidential Information will (i) implement appropriate security measures to safeguard the confidentiality of Confidential Information, and, save as expressly instructed or consented to by the disclosing party otherwise, (ii) not disclose Confidential Information to any third party, except to its Affiliates, officers, employees, agents or subcontractors who need to know it in connection with providing the Services and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities: (a) use Confidential Information only to exercise the recipient’s rights and fulfil obligations under this Agreement, and (b) keep Confidential Information confidential, including, by implementing appropriate security measures to safeguard it.
5.4. The recipient may also disclose Confidential Information when required by law including without limitation in response to a lawful witness summons, subpoena or similar compulsory process received from a regulatory body, governmental agency or similar body or a court of competent jurisdiction, after giving reasonable notice to the discloser, if giving such notice is legally permissible, such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
6. Data Protection and information security
6.1. “Data Protection Law” means in relation to each party the data protection and data privacy laws applicable to that party, including, where applicable, the Data Protection Act 1998, as amended or replaced from time to time, including by the General Data Protection Regulation or similar law. The terms “data controller”, “data processor”, “personal data”, “data subject”, “processing” or similar terms shall have the meaning as defined in the Data Protection Law.
6.2. “Controller Data” shall have the meaning as defined in the Privacy Policy.
6.3. Polaris warrants on a continuous basis that it shall:
(a) comply with its obligations in relation to Controller Data under the Privacy Policy;
(b) comply with its obligations under Data Protection Law;
(c) provide such assistance and cooperation as is reasonably required in order to facilitate the User’s compliance with Data Protection Law; and
(d) process all Controller Data only in the UK and shall not transfer it to, or access it from, any other jurisdiction.
7. Intellectual Property Rights
7.1. “IPR” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in Confidential Information (as defined below) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
7.2. Polaris and/or its licensors shall retain ownership and IPR (present and future) in the Services and the User and/or its licensors shall retain ownership and IPR in Controller Data.
7.3. Polaris grants the User a fully paid-up, non-exclusive, royalty-free, non-transferable, irrevocable during the Term and worldwide licence, with the right to sub-licence, to access and use the Services in order to, without limitation, store, copy, distribute, perform, display, erase, modify and create derivative works of and otherwise use Controller Data or any part of it in connection with the Services.
7.4. The User grants Polaris a fully paid-up, non-exclusive, royalty-free, non-transferable, UK-wide and revocable licence to store Controller Data for the duration of the Agreement for the sole purpose of providing the Services in accordance with this Agreement.
8. Liability and indemnity
8.1. Nothing in this Agreement will exclude or limit (a) the liability of either party which cannot be limited or excluded by applicable law and (b) any liability under clauses 5, 6 and 8.4.
8.2. Subject to clause 8.1, neither party will be liable under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, for any:
(a) loss of anticipated savings, investment or expenditure;
(b) loss of business opportunity or profits;
(c) loss and damage resulting from third party claims; or
(d) indirect, consequential or special losses,
suffered or incurred by the other party, whether or not such losses were within the contemplation of the parties at the date of this Agreement.
8.3. Subject to clauses 8.1 and 8.2, each party's aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence), or otherwise, is limited to £10,000.
8.4. We shall and hereby agree to indemnify the User and its Affiliates and their officers, employees, agents and subcontractors (each an “Indemnified Party”) from and against any claims, losses, demands, actions, liabilities, fines, penalties, reasonable expenses, damages and settlement amounts (including reasonable legal fees and costs) incurred by any Indemnified Party arising out of or in connection with any breach of clauses 5 and 6.
9. Termination
9.1. This Agreement will commence on the Effective Date and will continue until terminated in accordance with its Terms (“Term”).
9.2. The Agreement may be terminated by the User at any time by giving no less than one month’s prior written notice to Polaris. Polaris may terminate the Agreement at any time by giving the User no less than two months’ prior written notice.
9.3. Subject to clause 9.4, upon termination, Polaris shall without delay return to the User, in a secure manner, or, at the User’s option, irretrievably destroy, any and all Controller Data, Confidential Information and other materials which belong to the User, save for any information which Polaris must retain under applicable law.
9.4. Before any Controller Data is erased or otherwise destroyed, Polaris shall provide a copy of all Controller Data to the Notaries Society in a secure manner.
9.5. Clauses 5, 6, 7, 8, 9 and 10 and any other clauses of this Agreement which under their terms or by implication ought to survive, will survive the expiration or termination of this Agreement.
10. Miscellaneous
10.1. Assignment. Neither party may assign, novate or otherwise transfer the Agreement, in whole or in part, to any entity or person without the written consent of the other.
10.2. Subcontracting. Polaris may not subcontract its obligations under this Agreement, in whole or in part, without the prior written consent of the User. If consent is given, Polaris shall remain fully liable for all sub-contracted obligations and accepts full liability as between the parties for the actions or omissions of its subcontractors as if such actions or omissions were its own.
10.3. Severability. If any term of this Agreement, in whole or in part, is invalid, illegal or unenforceable, the rest of the Agreement will continue in force unaffected.
10.4. Force Majeure. Subject to clause 8.1(a), neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
10.5. No Waiver. Neither party will be treated as having waived any rights by not exercising, or delaying the exercise of, any rights under this Agreement.
10.6. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
10.7. No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party (under the Contracts (Rights of Third Parties) Act 1999 or otherwise) unless it expressly states that it does.
10.8. Entire Agreement. (i) Subject to clause 8.1, the Agreement (for the avoidance of doubt including the Engagement) sets out all terms agreed between the parties and supersedes all previous or contemporaneous agreements between the parties relating to its subject matter. (ii) In entering into this Agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty, whether made negligently or innocently, except those expressly set out in this Agreement.
10.9. Amendments. Any amendment must be in (i) writing, (ii) state that it is amending this Agreement and (iii) agreed by a duly authorised representative on behalf of each party.
10.10. Conflicting Terms. To the extent of any conflict between the Terms and any relevant purchase order or similar document these Terms will prevail, unless expressly agreed otherwise in writing.
10.11. Notices. All notices of termination or breach must be in English, in writing and addressed to the other party’s primary contact person or legal department. Notice will be treated as given on receipt, as verified by a valid receipt or electronic log. Postal notices will be deemed received 48 hours from the date of posting by recorded delivery of registered post.
10.12. Compliance with Anti-Bribery Laws. In performance of its obligations under this Agreement, each party will comply with all applicable commercial and public anti-bribery laws, including the Bribery Act 2010 (“Anti-Bribery Laws”), which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, each party will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform.
10.13. Governing Law and Jurisdiction. This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its property, IPR or Confidential Information.
Schedule
Service levels
1. Without prejudice to any other obligations under this Agreement, Polaris warrants on a continuous basis that it shall comply with all service levels and obligations set out in this Schedule (“Service Levels”). Time is of the essence in relation to the provision of the Services.
| Service item | Polaris obligations | Service Level* |
|---|---|---|
| Services | Availability of, access to, and the operation of, all functionalities of the Services. | 99% of time |
| Technical support | Availability between the hours of 9.00 – 17.00, 5 days a week, of helpdesk to answer, investigate and resolve any support requests received from User by email or telephone. Out of hours’ emergency support provided as described in clause 1.2. | 99% of time |
| Technical support response times | Adherence to response times as per Table A below. | 99% of time |
| Downtime notifications | Adherence to downtime notification requirements as per Table B below. | 99% of time |
* Each percentage shall be measured over a period of one calendar month, excluding, where applicable, any Permitted Downtime (as defined below).
Table A| Technical faults | Response times & Action |
|---|---|
| High severity
An error or failure that materially impacts the operation of the Services or disables major functionalities of the Services. Any incident affecting the information security of Controller Data shall be regarded as high severity. |
Level 1 Response:
Email acknowledgment of receipt of a support request within 15 minutes. Level 2 Response: Polaris shall:
Polaris shall work on the remaining issues continuously and implement a solution within the shortest possible time following receipt of the support request. |
| Low Severity
An isolated or minor error in the Services that may disable only certain non-essential functionalities of the Services. |
Level 1 Response:
Email acknowledgment of receipt of the support request within 15 minutes. Level 2 Response: Polaris shall endeavour to provide a permanent solution within one business day after the Level 1 Response time has elapsed. |
| Downtime | Polaris obligations | Maximum permitted downtime (“Permitted Downtime”) |
|---|---|---|
| Planned downtime |
|
Save for Off-peak Planned Downtime, there shall be no more than three instances of Planned Downtime per calendar month with an aggregate duration of 3 hours. |
| Unplanned downtime |
|
There shall be no more than three instances of Unplanned Downtime per calendar month with an aggregate duration of 6 hours. |
2. Polaris shall maintain a record of its compliance and non-compliance with the Service Levels and provide a copy to the User promptly upon request.