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Subscription terms

Thank you for choosing to use the Thecosystems service provided by MMRG. We have set out our terms and conditions below so that you know what to expect from us and what the obligations are as a customer, user or subscriber.

These subscription terms together with our website terms of use, privacy policy, and cookie policy (the “Terms and Conditions”) apply to services provided by MMRG Limited, with registered company number 08070754 whose registered office is at 16 Trinity Churchyard, Guildford, England, GU1 3RR, United Kingdom.  Our UK VAT registration number is 137 9169 80.  References to “we”, “us”, “our” and “MMRG” refer to MMRG Limited and references to “you” and “your” mean you, the customer purchasing subscription(s) to the Thecosystems service.

If you are a business, you may purchase a subscription for each employee, agent or contractor of yours that you wish to become an authorised user of the service.

By using our services, you agree, and shall ensure that your authorised users agree, to comply with and be legally bound by the Terms and Conditions and that you and your authorised users have read and understood them and any documents that they refer to.  If you or any of your authorised users do not agree with the Terms and Conditions, you and they must not access or use the Thecosystems service. 

The Terms and Conditions take precedence over any different terms and conditions set out in any order or other document supplied by you.

MMRG provides the Thecosystems service for access by customers and authorised users who are over 18 years old and who are registered subscribers, through a PC or through other devices.

Registering for the Thecosystems service

Before you register for Thecosystems, you should read all of the details describing the service to ensure that it will meet your requirements.  Please check all of your registration details and any and all personal information carefully before submitting them to us.

When we confirm your registration, we will send you an email stating that your registration has been accepted, and We will provide you with the applicable user subscription(s) and password(s) allowing access to the service. Our acceptance of your registration, together with our receipt of your payment in fully cleared funds and the Terms and Conditions forms the legally binding contract (“Contract”) for our provision and your subscription to the Thecosystems service.

You must ensure that all information provided to us is true, accurate and up to date at all times. You can manage and make changes to your registration and subscription information online via the service.  

Your subscription(s) will be valid from the date of our receipt of your payment for the duration of the subscription period which is specified during the registration process, unless it is cancelled or terminated earlier in accordance with our Cancellation terms below. 

Where we provide a trial subscription, we will inform you of the full subscription fee that is payable after the trial period. 

Only one free trial per customer is allowed in any twelve month period. We reserve the right to cancel any trial immediately if we become aware that you have already had another trial subscription in the previous twelve months.

Your subscription(s) will NOT renew automatically, but we will send you a reminder towards the end of the term to re-subscribe. Any request to renew your subscription(s) will be subject to our acceptance.

Our Services

For the period of the subscription we will provide the Thecosystems service to you on and subject to the Terms and Conditions. Your right to use Thecosystems is solely for , is non-exclusive and non-transferable, and is subject to your payment of our subscription fee and your or your authorised users’ compliance with the Terms and Conditions,

We take all reasonable care and use our careful judgement in preparing the content available on the Thecosystems service, and we use publicly available information that we believe to be reliable. The content is updated on a regular and frequent basis, however it is not intended to amount to advice upon which you or your authorised users should rely, and any reliance placed on the content is at your risk. 

If you become aware of a problem with the service or content, then please notify us by telephone or email, and we shall use our reasonable endeavours to resolve the problem.  We will provide you with a reasonable level of help and support if you or your authorised users are experiencing any problems with access to or use of the service.

We may post updates and changes to the service and these Terms and Conditions and shall notify you via the service or by email. Such changes shall be effective from the next time you use the service, or the date set out in our notification.

Subscription Restrictions

It is important that you understand the restrictions that apply to a subscription and use of the Thecosystems service.  You shall be responsible and liable at all times for the actions and omissions of your authorised users. 

You and your authorised users can view and use the Thecosystems content and print limited extracts of the content, but only in a manner that has no independent commercial value and that cannot be used as a substitute for the Thecosystems service.

Each subscription account and password must be kept secure and confidential, and you and your authorised users should not allow any unauthorised access to the services by anyone, whether they are already a subscriber or not.

The maximum number of devices used to access and use the Thecosystems service shall not exceed five.

We must be notified promptly if a user’s password or security has been compromised.  Please be aware that if we find that a subscription or password has been provided to any unauthorised individual or third party or that a user’s security has been compromised in any way, then we reserve the right to disable your subscription(s) and access to Thecosystems, and we shall not be obliged to offer any further access or subscription(s).

If you have authorised users, you undertake that:

  • the maximum number of authorised users that you authorise to access and use the service shall not exceed the number of subscriptions you have purchased from time to time; and
  • you will not allow any subscription to be used by more than one individual authorised user unless it has been reassigned in its entirety to another individual authorised user, and the prior authorised user shall no longer have any right to access or use the service.

You and your authorised users may not:

  • except as may be allowed by applicable law or otherwise allowed under the Terms and Conditions:
    1. sell, license, sublicense, distribute, display, store, copy, modify, duplicate, republish, translate or transfer the Thecosystems service or the content in whole or in part, or as a component of any other product or service;
    2. use the service or the content to create any derivative works of the Thecosystems service;
  • frame, mirror, republish, download, display, transmit, hyperlink to, or distribute all or any part of the service or content in any form or media or by any means, or allow any third parties to access, use or benefit from the service or content in any way;
  • use the Thecosystems service or content to provide services to third parties, or to build a service that competes with Thecosystems; or
  • rent, lease, transfer, assign, disclose, or otherwise commercially exploit, or otherwise make the Thecosystems service available to any third party; or
  • use any programmatic, scripted or other mechanical means to access the service or the content.

You and your authorised users shall not access, store, distribute or transmit any viruses, or any material during the course of your use of the services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or facilitates illegal activity; or depicts sexually explicit images; or promotes unlawful violence; or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without liability or prejudice to our other rights, to disable your subscription(s) and your access to the Thecosystems service upon your breach of this clause.

Your Privacy

The privacy of the users of the service is very important to Us. You agree and understand that We may process your and your authorised users’ personal information in accordance with our privacy policy. You will not upload the personal information of any individual to the service unless you are legally permitted to do so.

We use cookies on our website in accordance with our cookie policy.

We and you will comply with all applicable requirements of Data Protection Laws,  including the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018 and, to the extent applicable, the data protection or privacy laws of any other country.

This clause  is in addition to, and does not relieve, remove or replace, a party's obligations or rights under data protection legislation.

Your obligations

You are responsible for making all arrangements to enable you to access the Thecosystems service.

You shall:

  • provide us with all necessary co-operation and information (in a timely manner) in order to provide the service to you;
  • use the service in compliance with all applicable laws and regulations;
  • obtain and shall maintain all necessary licences, consents, and permissions necessary for us to provide the service to you;
  • be solely responsible for procuring, maintaining and securing your network connections to access the service. You are responsible for all network and internet problems, delays, delivery failures and all associated losses or damages.

You agree that if you fail to perform your obligations under the Terms and Conditions, we shall not be considered in default to the extent that we are unable to or are delayed in meeting our obligations as a result of your failure, and you shall remain fully obligated to pay us.

Our obligations

The Thecosystems service and its content are under continuing development by us and are provided to you on an "as is" and “as available” basis.

We make reasonable efforts to keep Thecosystems available and running smoothly.  However, from time to time we may be required to suspend operation of the service or restrict access without notice for planned or unscheduled maintenance, improvement, or for another technical reason.  We do not guarantee that the service will be available all of the time or that use of the service will be uninterrupted or error-free.

We try to ensure that the service is free from viruses and other malicious or harmful content, but we do not guarantee that it will be completely secure or free from these items. It is important that you have in place suitable security and protection software.

We use reasonable endeavours and exercise all reasonable skill and care to make sure that the Thecosystems content is correct and complete, but we do not guarantee that the content or any links provided, are accurate, up-to-date, error-free, complete or suitable for your particular requirements or that they will achieve any particular results, and we do not guarantee that they do not infringe the rights of any third party. 

Where the content includes anything that is submitted by other subscribers using our interactive services, user forums or via third party social media facilities, please note that the views expressed by those other subscribers do not necessarily represent our views or values.

We promise that:

  • the service and our obligations under these Terms and Conditions will be performed with reasonable skill and care; and
  • we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations.

The warranties set out in the Terms and Conditions are all subject to our limit of liability and do not apply to the extent that the warranty claim arises from: i) improper use of the service or use other than as permitted under the Terms and Conditions; ii) services or modifications not performed by us; or iii) integration of the service with third party software without our prior written consent.

Other than set out in the Terms and Conditions, we make no representations or warranties of any kind, express or implied, as to the operation of the Thecosystems service or content.

If we fail to meet our promises set out above, you must promptly notify us in writing and your only remedy is that we will resolve such failure and if in our reasonable opinion, we are unable to do so we will refund the corresponding fees paid on a pro rata basis and the Contract shall terminate immediately.

Payment

The price for a subscription to Thecosystems will be shown during the registration process and we will ask you for your payment details. You agree to pay our fees as notified to you at the time you purchase your subscription(s).

Payment can be made using the debit or credit cards that we accept, as set out on the website.  By providing payment details, you confirm that the card being used is yours or if the person making payment is acting for a business, then that person has the authority to use it. All card and payment details are processed by us and our online payment provider, Stripe, in accordance with our privacy policy. All card payments are subject to authorisation by the card issuer. 

Payment of our subscription fee(s) is made in advance at the start of the subscription period. You agree to pay us as set out in the Terms and Conditions and in accordance with the terms and conditions of Stripe, our online payments provider.  You are responsible for all other payment card charges and all internet connection or telecommunications charges that you may incur.

Our online payment provider is authorised and registered by the Financial Services Authority and is obliged to comply with the Payment Card Industry Data Security Standard (PCI DSS) and to keep all personal information secure and private. Please refer to their terms and conditions for further information.

The subscription fees stated or referred to in these Terms and Conditions:

  • shall be made clear to you on our sign-up pages or otherwise during the registration process and may vary from time to time or by country;
  • the currency in which your subscription fee is payable will be specified during the registration process;
  • are non-cancellable and non-refundable, unless otherwise stated;
  • unless otherwise indicated, are inclusive of any applicable value added tax (VAT) or other sales taxes.

If we and you agree to renew your subscription(s) to Thecosystems for a further term, then we reserve the right to increase the fee payable for that further term. 

Cancellation

By registering and paying the subscription fee you agree that we may start the subscription(s) immediately.  You are not entitled to a refund if you change your mind after we have provided you with access to the service.

A subscription will last from the date of our receipt of your payment until the end of the subscription period which is specified during the registration process.  You do not have any right to cancel the subscription(s) or any part of it in that period and you will not receive any refund except in the limited circumstances set out below or otherwise in the Terms and Conditions.  

At our discretion, we may suspend, disable or cancel any subscription and access to the Thecosystems services with or without notice and without liability or further obligation to you if we reasonably believe that the service has been used in breach of the Terms and Conditions and we shall have no obligation to agree to any renewal of your subscription(s) after such suspension or cancellation.

We may also suspend, disable or cancel your subscription(s) if we are prevented from providing services to you by circumstances beyond our control.  If we cancel your subscription(s) for any reason (except where you have breached the Terms and Conditions) and/or we cease to provide the Thecosystems service then, unless there are exceptional circumstances, we will refund on a pro rata basis any sums paid to us in advance that relate to the remaining and unexpired period of your subscription(s).  Any refund will be made to the card that was used to pay the fee to us.

The expiry or cancellation of the Contract for whatever reason shall not prejudice any other rights or remedies you or we may be entitled to under law.

Intellectual Property

We are the owner or licensee of any and all patents, copyright, trade secrets, trademarks and any other that subsist in the Thecosystems service. Title to the Thecosystems service shall remain vested in us or our licensors. Any rights not expressly granted herein are reserved to

Confidentiality

Confidential information is defined as any information (in any form) relating to the contract or to your or our business affairs or activities, and which: (i) has been marked as confidential, (ii) has been identified as being of a confidential nature, or (iii) may reasonably be supposed to be confidential in the circumstances.

You and we each agree that the terms of the Contract and the confidential information shall be kept confidential between us and shall not be disclosed to any third party who does not have a reasonable and lawful need for such information, and you and we shall each ensure that any such third party shall be bound by the same confidentiality obligations as are set out in this Clause.  When the Contract ends, each party shall, at the other party’s choice, return or destroy any of the other party’s confidential information in its possession.

Limitation of Liability

Please read these provisions carefully as they limit our legal liability in connection with your use of the services.   

Our total aggregate liability to you shall be limited to the total of the fees paid for the period of your subscription(s) and we shall not be liable for any loss of use, lost profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of opportunity, loss of reputation or any indirect or consequential loss.  All other liabilities are excluded to the fullest extent permitted by English law.

Except where required by applicable law, we will not be responsible for or liable to you or to any authorised user or third party for any loss or damage arising in connection with:

  • the use of, or inability to use, the service;
  • the use of or reliance on any content displayed on or given via the service or any related social media or third party sites;
  • any errors or inaccuracies in the content;
  • use of websites linked to the service;
  • any unavailability of the service;
  • the use of or reliance on content submitted by any user of the service, whether appearing on the website or on a related social media site or other related third party site;
  • a virus or other technologically harmful material that may affect your computer, software, data or other materials and which arises from your use of the services or your downloading of any content.

We are not responsible for any loss, damage or cost resulting from any decisions that are made in reliance on the service or content and you agree that the use of the service is at your own risk.

Our liability will not be limited in respect of any fraud or other criminal act committed by us, and in respect of any personal injury or death directly arising from our negligence  in those countries where it is unlawful for Us to seek to exclude such liability. All other liabilities are excluded to the fullest extent permitted by English law.

Contacting Us

Our company details are set out at the top of these terms. Please contact us with any questions or complaints.

If you wish to contact us in writing, or if any clause requires you to give us notice in writing you can send this to us by e-mail, by hand, or by pre-paid post to the address at the top of these terms. We will confirm receipt to you in writing. If we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you have provided to us.

Other Important Terms

We may revise the Terms and Conditions from time to time if, for example, there are changes in relevant laws and regulatory requirements, giving reasonable advance notice.

We may transfer our rights and obligations under the Contract to another organisation. We will notify you in writing if this happens, but this will not affect your rights or obligations under the Contract. You may only assign or transfer your rights or obligations under the Contract if we agree in writing.

We will not be responsible for any failure to perform, or for any delay in performance of, any of our obligations which is caused by an event outside our reasonable control that directly or indirectly delays or prevents our timely performance. Any agreed dates or times shall be postponed automatically for the period of delay arising from the event.

The Contract constitutes the entire agreement between you and us, and supersedes and takes precedence over all other representations, agreements and other communications between you and us on this subject, both oral and written. The Contract shall prevail notwithstanding any variance with the terms and conditions of any order or purchase order submitted  by you.

If a dispute arises that you and we are unable to resolve between ourselves, you and we agree to first attempt to settle it by mediation under the Ministry of Justice dispute resolution procedure, and neither party shall commence court proceedings until it has attempted to settle the dispute by mediation. However, nothing in the Contract shall limit either party’s right to seek injunctive relief.

These Terms and Conditions and the Contract are governed by English law and you and we both agree to submit to the exclusive jurisdiction of the English courts.

Each of the paragraphs of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

If we fail to insist that you perform any particular obligation under the Contract, or if we do not enforce our rights against you when we are entitled to do so, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

The Contract may not be changed, modified, amended, released or discharged except by a subsequent written agreement or amendment executed by us and you.

The Contract is between you and us. No other person shall have any rights to enforce any of its terms.

Survival

The following terms shall continue to be in effect after the termination or expiration of the Contract:

  • Your privacy;
  • Payment;
  • Intellectual Property;
  • Confidentiality; and
  • Limitation of Liability.