Terms of Service for Subscribers
Last updated: 11 November 2021

BEFORE USING THE ISME & CO PLATFORM (AS DEFINED BELOW), PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”). THESE TERMS ARE INCORPORATED BY REFERENCE INTO ALL ONLINE OR HARDCOPY ORDERS EXECUTED BY MEMBERS SUBSCRIBING TO THE PLATFORM. THESE TERMS AND THE ONLINE SUBSCRIPTION AND RELATED ORDERS TOGETHER FORM A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN MEMBER AND ISME & CO, EFFECTIVE AS OF THE FIRST DATE OF MUTUAL EXECUTION OF ANY ORDER.

Important Notice
Accounts can only be opened by a person (where person includes a natural person, a corporate or unincorporated body). You must be 18 years of age or older.

1. Who we are
isme & co is the trading name of PaaS Genesis Limited, a limited company registered in England and Wales under company registration number 13344209 with our registered office address at Unit 4 City Limits, Danehill, Reading RG6 4UP (“isme & co”, “we”, or “us”, or “our”). Our VAT number is GB 381 1969 73.We can be contacted by email at support@ismeandco.com.

2. What these Terms are about
These Terms apply to any subscriptions for services purchased via our website located at https://www.ismeandco.com. By clicking to accept these terms on our Website you agree to these Terms. If you do not agree to them you should not subscribe to any services from us.
The most current version of these Terms is dated above. We reserve the right to update and change our Terms by providing you with 30 days written notice by email or notifying you of such changes on the isme & co website. Continued use of the isme & co website after any such changes shall constitute your consent to such changes.

3. What some words in these Terms mean
In these Terms we use certain words to add clarity. Where you see one of the words below in these Terms, it has the meaning set out below.
• “Account” is the account created upon completion of your Order to which you are able to upload data and from which you are able to access our Platform;
• “Account Content” means all data that you upload to your Account and all resultant data subsequently added to your Account by our Platform;
• “Billing Period” means the month commencing on the Order date and each month thereafter, until cancelled in accordance with these Terms by either party;

• “Electronic Communication” means an electronic communication between you and us by fax or email;
• “Intellectual Property Rights” means all patents, copyright, trademarks, database rights, design rights and all rights in any know-how and any other proprietary rights relating to any of these intellectual property rights anywhere in the world;
• “Member” means a party that executed an Order with isme & co for a Subscription to the Platform;
• “Member Account Content” means all data that you upload to your Account and all resultant data subsequently added to your Account by our Platform, excluding any data that is available in the public domain and any data that has been derived by any of the Platform’s proprietary algorithms;
• “Order” or “Contract” means the binding legal agreement between you and us for the licensing of Platform as set out in section 4 below;
• “Packages” or “Products” means any of the subscription packages we make available by providing access to our Platform;
• “Platform” means the isme & co online platform application (including all components thereof, on an individual and collective basis) which can be accessed at www.ismeandco.com or such other designated URL as isme & co may assign from time to time;
• “Subscription” means the temporary, non-exclusive, non-sub licensable, non-transferable right that isme & co grants to the Member during the Term in accordance with the access rights and limitations stipulated on the Order and in these Terms;
• “Subscription Fee” means the fixed subscription fees payable for the duration of the Term in accordance with your Order;
• “Subscription Period” means the annual period as stipulated in your Order. All Subscriptions automatically renew at the end of each Subscription Period unless cancelled in accordance with Clause 6;
• “Term” means the initial contract period and all subsequent renewal periods until the contract is cancelled in accordance with these Terms;
• “Terms” means these standard terms of service; and
• “Users” means individuals who are authorised by the Member to access the Account on behalf of the Member and who have been supplied user identification and passwords by the Member.

4. Subscribing for Packages or Products

4. 1. About you
As you might expect, our Products are not intended for everyone and we rely on you to check you are eligible to buy the Products and that the Products meet your specific needs before you place any Orders. By placing an Order through our Website or by signing a hardcopy Order Schedule, you are representing that:
• you are legally capable of entering into binding contracts;
• you are at least 18 years old;
• if you are an individual placing an Order on behalf of a business or an organisation, you are authorised to place the Order on their behalf.
4. 2. Subscription terms and restrictions
Subject to the terms and conditions herein, isme & co will make the Platform available to the Member during the Term solely for internal business purposes (and specifically excluding purposes that are competitive to isme & co).
Subscriptions are granted solely to Members and not to any third parties (including any Member affiliates). Member affiliates include any entity which directly or indirectly controls or is controlled by or is under common control with the Member.
The Member will effect and maintain adequate security measures to safeguard against access or use of the Platform by unauthorised persons (including, without limitation, safeguarding all passwords, and other security arrangements).
4. 3. How to subscribe
The steps you need to take to conclude a Contract with us are:
(A) Make sure you read and understand our terms
These Terms, our Terms of Use and Privacy Policy, all of which are available on our Website, along with any Specific Terms relevant to your Package apply to your use of our Platform and to any Orders you place via our Website. Please ensure you read these documents carefully so you understand what you are agreeing to before you use our Platform and/or placing your Order. If you have any concerns, you should contact us and we will do everything we can to help. Please note these Terms will take priority over and exclude any other terms and conditions you try to impose.
(B) Place your Order
Please select the Products you wish to subscribe for, supply your email address and credit card information, and give us any other information we request to enable us to fulfil your Order. We can only act on the information you provide to us, so please ensure that all information you provide to us is correct.
You may pay for your Products online by credit or debit card. The credit and debit cards we accept are set out on our Website. We will charge your card when you place your Order.
We will acknowledge receipt of your Order on our Website and by email, as soon as reasonably possible after you have placed your Order.
You may receive an acknowledgment from our payment processor advising you whether or not your credit or debit card payment has been authorized. We do not store credit card details.
Please note that we are entitled to refuse to accept any Order. If that happens, we will let you know as soon as we can.
By placing an Order, Customer warrants that their Subscription is not dependent on any future functionality or features being added to the Platform (or any comments made by isme & co with regard thereto).

5. Prices and how to pay

5.1. Fees and charges
The price of the Products will be as set out on our Website from time to time. All fees are stated inclusive of VAT.
You will be charged the appropriate Subscription Fees in GBP Pounds Sterling. Your Billing Period depends on the subscription Package you have selected, and you will be charged on either a monthly or upfront annual basis, as applicable. Details of your Billing Period will be confirmed on your Order.
5. 2. Payments and failure to pay
We will charge your credit card at the start of each Billing Period for any Subscription Fees due.
If your credit card payment fails or you fail to make any payment by the due date then, in addition to any other right or remedy available to us, we will be entitled, but not obliged, at our sole discretion, to immediately suspend your access to the Platform.
All payments are non-refundable. No refunds or credits will be made for partial months of service.

6. Cancellations

We want you to be completely satisfied with the Package you order from us. If you need to speak to us about your Order, then please contact us by email at support@ismeandco.com.
6.1. Your rights to cancel
6.1.1. You are solely responsible for properly cancelling your account where contractually permitted to do so. Such cancellation instructions must be emailed to us at support@ismeandco.com as outlined below.
6.1.2. We require a minimum of 30 days written notice of cancellation, such notice to be given in accordance with clause 6.1.3.
6.1.3. You may give us written notice to cancel your Subscription 30 days prior to the end of any Subscription Period as outlined in clause 6.1.1. Such cancellation will take effect at midnight at the end of that Subscription Period.
6.1.5. Access to your Account will be closed immediately following the end of your notice period and all data held within your account will be deleted. This information cannot be recovered from isme & co once your Account is cancelled even if you subsequently re-subscribe.
6.1.6. Please be aware that isme & co may for a time retain residual information in our backup and/or archival copies of our database. We will make reasonable commercial efforts to delete your information as soon as possible after you cancel.
6.2. Our rights to cancel
We may, but are not obliged to, cancel your Order if you:
• do not pay us the price due for the Products by the due date; or
• are either not able or not authorised to enter into a Contract with us.
If we wish to cancel your Order, we will contact you first to discuss this.

7. Copyright and Content Ownership

We claim no intellectual property rights over the material you upload to the Platform. Your data profile and any Member Account Content remains yours.
We retain the right (but not the obligation) at our sole discretion to refuse or remove any Account Content that you upload to the Platform.
The design and content of our Website and Platform, and the material published on it, is protected by copyright and is owned by us (©2021). All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from us.
You will not (and will not allow any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure, ideas, or algorithms of the Platform, (ii) modify, translate, or create derivative works based on the Platform; (iii) copy, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform; or (iv) access or use the Platform for any benchmarking or other competitive purpose.

8. Data Archiving and Purging

The nature of online platforms and websites is somewhat unpredictable in nature and therefore we have frequent data housekeeping, archiving and purging processes that remove old redundant data from our systems. We may, without recourse to you archive or purge any of your Account Content that is greater than 3 years old.

9. Confidential Information

During the term of the Contract, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information (“Confidential Information”). Member Account Content is considered Member Confidential Information. Details of isme & co existing or future products, technical information and pricing are considered isme & co’s Confidential Information. The Receiving Party will only use the Confidential Information for the purposes contemplated hereunder. The Receiving Party shall maintain the confidentiality of the other party’s Confidential Information and will not disclose such information to any third party without the prior written consent of the Disclosing Party, provided that, the Receiving Party may disclose such information to third party agents (that are bound in writing to confidentiality and non-use obligations at least as protective of the Disclosing Party’s Confidential Information as in this Agreement) as necessary for the Receiving Party to exercise its rights hereunder. The Receiving Party will return to the Disclosing Party or destroy all of the Disclosing Party’s Confidential Information upon termination of this Contract. The obligations contained in this Section 9 shall not apply to any information which is generally available to the public, or which the Disclosing Party has authorised for non-confidential disclosure.

10. SEO Effectiveness Research

You acknowledge and agrees that isme & co may from time to time conduct SEO Effectiveness Research, which will include us statistically analysing your account activity, key events and your website analytics data feed alongside thousands of other websites to try and identify trends, insights and to research and report on significant factors that affect a site’s ability to rank well in the search engines. We will use this research to improve our tools and services. All data provided by customers is held securely and will only ever be presented at an aggregate level.
All confidential data provided, including details of site traffic and metrics, will be held confidentially and any data shared will be done so at an aggregate level only and no data that can be used to identify a specific website will be published at any time.

11. Intellectual Property and Trademarks

You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Platform. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform.
We confirm that we have all the rights in relation to the Platform that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this agreement.
If, however, a third party successfully claims that our Products breach that third party’s intellectual property rights, we will be entitled to replace the Products (or the part in question) free of charge or, at our discretion, refund to you the price of the Products (or a proportionate part of the price), but we are not accountable to you in any other way. In particular, we will not be responsible for any defects or intellectual property rights claims arising from your customisation of the Products or your other instructions.

12. Third party Products and Services

We may provide links on our Website to the websites of other companies. We do not control those companies and so we cannot promise that third party Products and Services which you purchase from companies to whose website we have provided a link on our Website will be of satisfactory quality, and we do not give any promise about those companies or their Products and Services.

13. Member Representations and Warranties

You represent and warrant that your use of the Platform will be in accordance with all applicable laws and regulations. You further represent and warrant that you are not a competitor of isme & co and that you will not access or use the Platform in order to create a competitive product or service or copy any features or functionality in the Platform.

14. Limitation of Liability

This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of any breach of this agreement; any use made by you of the Platform and/or any supporting documentation or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
Nothing in this agreement excludes our liability for death or personal injury caused by our negligence; or for fraud or fraudulent misrepresentation.
We will not be liable under or in relation to the Contract or its subject matter for any liability, loss or damage (whether arising due to negligence, breach of contract, misrepresentation, or for any other reason excluding fraudulent misrepresentation (in the unlikely event that this should happen)). This means, for example, that we are not liable for:
• any inaccuracies, errors or omissions in information on our website or in the Platform;
• any loss or damage arising from the use of your credit or debit card on our website;
• any delay in providing or failing to supply the Products;
• any loss of profits, loss of business, loss of anticipated savings, loss of sales or turnover, loss of, or damage to reputation, loss of contract, loss of customers, loss of, or loss of use of any software or data, loss of use of any computer or other equipment or plant, wasted management or other staff time, (in each case whether direct or indirect) or any indirect, consequential loss or damage.
We exclude all representations and warranties, express or implied, in relation to the Products to the fullest extent permitted by law.
You and we agree that should any sentence or paragraph which limits liability contained in the Contract be held to be invalid under any applicable legislation or rule of law, it will be deemed deleted, but if as a result of it being deleted we become liable for loss or damage which would otherwise have been excluded or limited, our liability shall be limited to the total Subscription Fees paid by you during the 12 months immediately preceding the date on which the claim arose.

15. Indemnification

You agree to indemnify and hold us, our subsidiaries, affiliates, officers, partners and employees, harmless from any claim or demand, including reasonable legal’ fees, made by any third party due to or arising out of your use of the Platform (including, without limitation, use of content in breach of third party terms and conditions), use of your Account by any third party, the violation of the terms of use by you, or the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity.

16. Disclaimer

The Platform and its content are provided “as is” and “as available” without any warranty or representations of any kind, whether expressed or implied.
We make no warranty or representation as to the accuracy, reliability or currency of any information, content, service or merchandise provided by third parties through or accessible via the site.

17. Events outside our control

Sometimes things happen that are outside our reasonable control, for example, acts of God, adverse weather conditions, strikes and industrial action, compliance with any law or governmental order, rule, regulation or direction, cyber attack, or failure of our suppliers. Because these things are outside our reasonable control, we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by such events. Our performance under any Contract will be suspended for the period of time that the event occurs and we will have an extension of time for performance for the duration of that period of time. We will, of course, try to find a solution to help us to perform the Contract wherever possible.

18. Privacy & Data Protection

isme & co is firmly committed to protecting the privacy of your personal information. By using the Platform, you acknowledge and agree that isme & co’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.

19. Publicity

You agree that isme & co may use your name and logo on the isme & co website and as a part of a general list of isme & co’s Members for use and reference in corporate, promotional and marketing collateral.

20. General

These Terms and any document expressly referred to in them constitute the whole agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, relating to the subject matter of any Contract. You and us acknowledge that, in entering into a Contract, neither you or us relies on any statement, representation, undertaking or promise of any person (“Representation”), except as expressly stated in these Terms. Both you and us agree that the only rights and remedies available to you and us arising out of or in connection with any Representation, will be for breach of contract as provided in these Terms, although this does not limit or exclude any liability for fraud.
Any notice which is given under these Terms or a Contract will be given either by Electronic Communication (which, if the notice is given by us, includes by posting notices on our Website), or if by you, by pre-paid recorded delivery, addressed to us at the address in these Terms (see section 1 above) and, if by us, by first class post addressed to you at the address on your Order. Legal proceedings must be served by first class post or pre-paid recorded delivery only and, if to us, addressed to our Legal Team.
Any Electronic Communication will be deemed to be received when the party to whom the Electronic Communication is addressed is able to access it.
If a court or other competent authority rules that any of these Terms or the provisions of a Contract are void or unenforceable in whole or part, the other Terms or provisions of the Contract and the remainder of the void or unenforceable Term or provision of the Contract will still be valid.
If we fail to exercise or delay in exercising a right or remedy provided by these Terms or by the Contract or by law that does not mean we give up those or any other rights or remedies. We reserve the right to exercise those rights or remedies in the future.
Any Contract is binding on you and us and on our respective successors or assigns. You may not transfer a Contract, or any of your rights or obligations arising under it, to any other person without our prior written consent. We may transfer a Contract, or any of our rights or obligations arising under it, to any other person at any time during the term of the Contract.
We may perform any of our obligations or exercise any of our rights ourselves or through any third party provider.
A person who is not a party to these Terms or a Contract will have no right in relation to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
These Terms and any Contract will be governed by and construed in all respects in accordance with English law. We and you agree that the English courts will have exclusive jurisdiction to settle any claims or proceedings relating to these Terms and any Contract or its subject matter.

Trial Account – Specific Terms

Together our Terms of Use, Terms of Service and these Specific Terms govern your Trial Account Subscription.
You should read all of these Terms before ordering a Subscription to a Trial Account and before using your Trial Account for the first time, as by doing so you indicate your acceptance of this agreement.
By accepting this agreement you agree that:
• You are authorised to accept it on behalf of the business entity which you represent;
• This agreement governs the use by you of the isme & co Platform; and
• You, and the business entity which you represent, will comply with all its terms.
1. Trial Account Eligibility
From time to time, we may offer new customers the opportunity to subscribe for a Trial Account for a limited period (“the Agreed Trial Period”), usually 30 days.
A Trial Account gives a new customer limited access to our Platform at a discounted rate for the duration of the Agreed Trial Period. We will agree the level of discount available prior to the Order for the Trial Account being placed.
A user and/or company may only subscribe for one Trial Account.
We reserve the right to refuse requests for Trial Account Subscriptions at our sole discretion.
2. Cancellation
You may cancel your Trial Account Subscription at any time prior to the end of the Agreed Trial Period by clicking on the cancel link on the “orders” tab.
Access to your Account will be blocked immediately following your cancellation instruction, and all data held within your account will be automatically deleted.

All trademarks acknowledged.