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TERMS AND CONDITIONS

 

BULLSEYE DIGITAL ATTENDANCE NOTEBOOK TERMS AND CONDITIONS

 

These terms and conditions (“Conditions”) apply to the licensing of the Bullseye Digital Attendance Notebook and Bullseye Digital Attendance Notebook Apps by Bullseye Solutions Limited, a company incorporated in England & Wales (No. 05308402) and having its registered office at 255 Green Lanes, Palmers Green, London N13 4XE (“Bullseye”) to the individual, firm, company or other legal entity who has requested such licence by completing an online form at www.bullseyesolutions.co.uk or has otherwise agreed to be bound by these Conditions (“Licensee”).

 

1. INTERPRETATION

 

1.1 The definitions and rules of interpretation in this condition apply in these Conditions.

 

App: the Bullseye Digital Attendance Notebook App developed and owned by Bullseye available for such operating systems and available for download from such app stores or direct from Bullseye as Bullseye may from time to time determine, including such add-ons, plug-ins, and upgrades as Bullseye may agree to supply to the Licensee from time to time.

 

Digital Notebook: the Bullseye Digital Attendance Notebook software system developed and owned by Bullseye, including such add-ons, plug-ins, and upgrades as Bullseye may agree to supply to the Licensee from time to time.

 

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

 

Services: access to the Digital Notebook and the App, including remote storage of data produced using the Digital Notebook and/or the App.

 

VAT: value added tax chargeable under the law of England and Wales for the time being and any similar additional tax.

 

1.2 Condition, schedule and paragraph headings shall not affect the interpretation of these Conditions.

 

1.3 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.

 

1.4 Words in the singular shall include the plural and vice versa.

 

1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

 

1.6 A reference to “writing” or “written” includes faxes and e-mail.

 

1.7 Where the words “include(s)”, “including” or “in particular” are used in these Conditions, they are deemed to have the words “without limitation” following them and where the context permits, the words “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them.

 

1.8 Any obligation in these Conditions on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done by any other person.

 

1.9 References to conditions are to the conditions in these Conditions.

 

2. APPLICATION OF CONDITIONS

 

2.1 These Conditions shall:

 

2.1.1 govern the licence to, and use by, the Licensee of (a) the Digital Notebook and (b) the App; and

 

2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Licensee's purchase order, order form, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.

 

2.2 The Licensee's request for service or order form, or the Licensee's acceptance of a quotation for Services by Bullseye, constitutes an offer by the Licensee to receive the Services specified in it on these Conditions. No offer placed by the Licensee shall be accepted by Bullseye other than:

 

2.2.1 by a written acknowledgement issued by Bullseye; or

 

2.2.2 (if earlier) by Bullseye starting to provide the Services,

 

whereupon a contract for the supply of those Services on these Conditions will be established. The Licensee's standard terms and conditions (if any)

attached to, enclosed with or referred to in any request for service or other document shall not govern or otherwise affect the legal relationship between the Licensee and Bullseye.

 

2.3 In the event of any conflict or inconsistency between these Conditions and any terms and conditions, terms of service, licence terms, or other contractual provisions stated as being applicable to any purchase or licence of the App from any app store, these Conditions shall apply.

 

3. GRANT OF LICENCE & RESTRICTIONS ON USE

 

3.1 Bullseye hereby grants to the Licensee for the duration agreed with the Licensee a limited, revocable, non-exclusive, non-transferable licence to allow the Licensee to use the agreed number(s) of (a) the Digital Notebook and (b) if downloaded, the App, solely in connection with the Licensee’s criminal law practice. The Licensee's rights to use the Digital Notebook and the App will be limited to the limited licence expressly granted in this condition. Bullseye reserves all rights in and to the Digital Notebook and the App not expressly granted to the Licensee under this condition. Bullseye may use all or any portion of the Digital Notebook and the App in any manner, and/or license, assign, sell or otherwise alienate all or any portion of the Digital Notebook and the App to any third party, provided that (in the case of an assignment, sale or other alienation) such third party shall be bound to perform Bullseye’s obligations under these Conditions.

 

3.2 The Licensee may not:

 

3.2.1 allow any other person to use the Digital Notebook or the App;

 

3.2.2 copy the Digital Notebook or the App in whole or in part;

 

3.2.3 modify, translate or otherwise create derivative works of the Digital Notebook or the App in whole or in part;

 

3.2.4 disassemble, decompile or reverse engineer the object code or source code of the Digital Notebook or the App in whole or in part;

 

3.2.5 use the Digital Notebook or the App for any unlawful purpose or in breach of any applicable civil or criminal law.

 

4. COMMENCEMENT AND DURATION

 

4.1 The Services shall be provided by Bullseye to the Licensee from the agreed date. In the absence of any other agreement, the agreed date shall be the date Bullseye receives payment of the licence fee from the Licensee or, if Bullseye has agreed to any free trial period the date of commencement of such period notified to the Licensee.

 

4.2 The minimum period for which the Licensee agrees to pay Bullseye for the Services and for which Bullseye agrees to provide the Services to the

Licensee (subject to receipt of all payments due by the Licensee) is one month or such other period as may be agreed.

 

4.3 The licence(s) granted under condition 3 shall continue for so long as, and for the period for which, the relevant licence fee is, or licence fees are, paid in accordance with these Conditions, provided that after the expiry of the minimum period specified in condition 4.2 above either the Licensee or Bullseye may terminate such licence by giving not less than one month’s notice to the other.

 

5. PAYMENT

 

5.1 Payment for the licence(s) to use the Digital Notebook shall be made on or before the start of each monthly licence period at the rate(s) set out at www.bullseyesolutions.co.uk or at such other rate(s) as may be specified by Bullseye by giving not less than three months’ notice to the Licensee. The App is provided free of charge to current licensees of the Digital Notebook from time to time.

 

5.2 Unless otherwise agreed by Bullseye, payment shall be made by PayPal to such PayPal account as Bullseye shall from time to time specify.

 

5.3 All charges quoted to the Licensee shall be exclusive of VAT which Bullseye shall add to its invoices at the appropriate rate.

 

5.4 Without prejudice to any other right or remedy that it may have, if the Licensee fails to pay Bullseye in full on the due date or if the Licensee initiates a chargeback in respect of any sums previously paid to Bullseye, Bullseye may:

 

5.4.1 charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Lloyds Bank PLC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and Bullseye may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;

 

5.4.2 suspend all Services, including by way of features built into the Digital Notebook or the App to prevent access to it in such circumstances, until payment has been made in full or the chargeback has been withdrawn or otherwise resolved to Bullseye’s satisfaction; and

 

5.4.3 after 30 days delete all data produced using the Digital Notebook or the App, including all back ups of such data, stored in any remote server as part of the Services, provided that if payment is made in full or the chargeback is withdrawn or otherwise resolved to Bullseye’s satisfaction within such 30 day period, such data shall not be deleted.

 

5.5 Time for payment shall be of the essence of these Conditions.

 

5.6 All sums payable to Bullseye under these Conditions shall become due immediately on its termination, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under these Conditions.

 

5.7 Bullseye may, without prejudice to any other rights it may have, set off any liability of the Licensee to Bullseye against any liability of Bullseye to the Licensee.

 

6. INTELLECTUAL PROPERTY RIGHTS

 

Bullseye and its licensors (if any) exclusively own all Intellectual Property Rights, title and interest in and to the Digital Notebook and the App. The Licensee agrees and acknowledges that no title to the Digital Notebook or the App or any part of them shall pass to the Licensee. Any developments or improvements to the Digital Notebook or the App suggested or instructed by the Licensee (whether or not paid for by the Licensee) shall as between Bullseye and the Licensee be owned exclusively by Bullseye and the Licensee with full title guarantee hereby assigns to Bullseye by way of present and future assignment of Intellectual Property Rights the Licensee’s entire right, title, and interest in and to such developments and improvements.

 

7. UPGRADES

 

It is Bullseye’s policy to continually develop and improve the Digital Notebook and the App. Bug fixes and all upgrades are included in the licence fees paid or payable by the Licensee.

 

8. SUPPORT

 

8.1 Bullseye does not support hardware issues.

 

8.2 Bullseye does provide support for software issues in relation to the Digital Notebook and the App by way of the contact form at www.bullseyesolutions.co.uk. Bullseye will use its reasonable endeavours to respond to any issues reported to it within 48 hours but does not guarantee to resolve issues within that period or at all.

 

9. WARRANTIES

 

9.1 Each party warrants to each other that it has the right and authority to enter into, and to grant the rights and perform the obligations described in, these Conditions.

 

9.2 Subject to condition 9.3 below, Bullseye warrants that the Digital Notebook and the App shall reasonably conform to the description and specification provided for them at www.bullseyesolutions.co.uk from time to time. Bullseye may change such description and specification at any time by posting a new description and/or specification on such website, provided that if, in Bullseye’s reasonable opinion, any such change constitutes a material downgrading of

the functionality of the Digital Notebook and/or the App, Bullseye shall give notice to the Licensee of such change and the Licensee may terminate the Services at the end of the then monthly licence period without having to give the period of notice required under condition.

 

9.3 Bullseye specifically does not warrant that the Digital Notebook or the App will meet all of the Licensee's requirements, that the Licensee’s practice management or other software (unless supplied by Bullseye) will be able to read or use any output from the Digital Notebook or the App, that the use of the Digital Notebook or the App will be uninterrupted or error-free, that any data stored in any remote computing facility by or on behalf of Bullseye will always be accessible by the Licensee or will be recoverable in the event of a system failure (whether of the Licensee’s systems, Bullseye’s systems, or the systems of Bullseye’s remote computing supplier), that patches or workarounds will be provided, or that errors will be corrected in Digital Notebook or App updates. Without prejudice to the preceding provisions of this condition, as stated in condition 7 above, it is Bullseye’s policy to continually develop and improve the Digital Notebook and the App and Bullseye undertakes to use its reasonable endeavours to fix any material problems with the Digital Notebook or the App identified by the Licensee as soon as reasonably practicable. Bullseye further undertakes to use its reasonable endeavours to fix any other problems with the Digital Notebook or the App identified by the Licensee within a reasonable period of time. Bullseye disclaims any and all liability resulting from or related to any breach of internet security or disruption of the Licensee's connections to the internet, due to any reason beyond Bullseye’s direct control.

 

9.4 Except as expressly stated in these conditions, Bullseye makes no warranty of any kind, whether written or oral, express, implied, statutory, or otherwise relating to the Services, or any materials or services furnished or provided to the Licensee. The Services are provided to the Licensee on an "as-is" basis. Bullseye specifically disclaims all implied warranties of merchantability and fitness for a particular purpose. Without prejudice to the preceding provisions of this condition, as stated in condition 9.3 above, Bullseye undertakes to use its reasonable endeavours to fix any material problems with the Digital Notebook or the App identified by the Licensee as soon as reasonably practicable. Bullseye further undertakes to use its reasonable endeavours to fix any other problems with the Digital Notebook or the App identified by the Licensee within a reasonable period of time.

 

9.5 The Licensee acknowledges that it is the Licensee’s sole responsibility to encrypt and protect (a) all devices on which the Digital Notebook or the App is used, and (b) all email or other communications containing data produced using the Digital Notebook or the App, except communications between the Licensee’s device and a remote server provided by or on behalf of Bullseye as part of the Services. Throughout the period during which the Services are provided, the Licensee warrants to Bullseye on a continuing basis that the Licensee has encrypted and protected and shall encrypt and protect all such devices, email, and other communications in accordance with best industry practice, to the

standard required by data protection legislation (including the Data Protection Act 1998), and any guidance issued by the Information Commissioner.

 

9.6 The Licensee is under an obligation to all times save and sync the Licensee’s work on the App by using the facilities provided in the App and a suitable internet connection chosen and paid for by the Licensee. Any problem with the device itself prior to syncing will result in the loss of the Licensee’s data. Bullseye does not warrant that it will recover any data where the device itself did not sync with Bullseye’s remote storage.

 

9A DATA PROTECTION

 

9A.1 Bullseye agrees that all confidential and personal identifiable information concerning client data will be held securely and in confidence using appropriate technical and organisational measures. Bullseye are committed to compliance with Regulation (EU) 2016/679 (General Data Protection Regulation hereafter called GDPR) and relevant UK and EU data protection legislation in respect of personal data, and the protection of the “rights and freedoms” of individuals whose information Bullseye collects and processes. Information will not be sold to third parties. Information will not be copied or disclosed to any third-party other than those required to conduct the service entered into by the organisation. Any partners or third parties working with Bullseye who may have access to personal data, will be subject to the same conditions and must provide the same level of protection for the fundamental rights of the data subject. All data is held securely in the EEA. Transfer of data outside of the EEA is prohibited, however, if services require the transfer of personal data outside of the European Economic Area (EEA) to non-European Economic Area countries in the future, this will only be done if there is an appropriate “level of protection for the fundamental rights of the data subjects” For this to happen specified safeguards apply including EU acceptance of adequacy, membership to Privacy Shield, acceptance of model contract clauses, binding corporate rules or the assessment of adequacy by Bullseye Solutions Limited. In the absence of an adequacy decision, Privacy Shield Membership, binding corporate rules, and model contract clauses the transfer of data to a third country or international organisation shall only take place with the explicit consent from the data subject after they have been informed of the possible risks of such transfer.

 

9A.2 The Licensee will be a Data Controller in accordance with the regulation. When processing Personal Data, the Data Controller is obligated to comply with the regulation.

 

9A.3 Bullseye Solutions will process Personal Data during the term of the Agreement, unless otherwise agreed by the Licensee and will be a Data Processor in accordance with the regulation.

 

9A.4 Bullseye will only act on the written instructions of the Licensee (unless required by law to act without such instructions). Bullseye will be processing personal data on behalf of the Licensee to fulfil the contract obligations to provide our Bullseye Digital Attendance Notebook and Bullseye Digital Attendance Notebook Apps software and related services to the client.

 

9A.5 Upon formal termination of the contract between the Licensee and Bullseye Solutions all business data will be treated as per the terms and conditions of our agreement for the hosted system (Bullseye Digital Attendance Notebook and Bullseye Digital Attendance Notebook Apps Direct).

 

9A.6 Bullseye will ensure that people processing the data are subject to a duty of confidence.

 

9A.7 If requested by the Licensee, Bullseye shall permanently destroy all personal data (held in its possession or under its control) belonging to the Licensee.

 

9A.8 Bullseye shall assist the Licensee in providing subject access requests (SAR) and allowing data subjects to exercise their rights under the GDPR. Should SARs be deemed manifestly unfounded, excessive or adversely affect the rights and freedoms of others, Bullseye will refuse the request.

 

9A.9 Bullseye shall assist the Licensee with audits and inspections, providing the Licensee with information it needs to ensure that Bullseye and the Licensee are meeting their obligations under Article 28. Bullseye Solutions will inform the Licensee if Bullseye are asked to do something infringing the GDPR or other UK, EU or member state data protection law.

 

9A.10 Bullseye will assist the Licensee, where necessary and upon request, in ensuring compliance with the obligations deriving from the carrying out of data protection impact assessments and from prior consultation of the supervisory authority.

 

9A.11 Bullseye will co-operate with supervisory authorities (such as the Information Commissioner’s Office and the Solicitors Regulation Authority) in accordance with Article 31.

 

9A.12 Bullseye will keep records of its processing activities in accordance with Article 30.2.

9A.13 Bullseye will notify any personal data breaches to the Licensee as soon as is practicable after the discovery of such breach.

 

9A.14 Bullseye may transfer data to a sub processor or data controller to fulfil the contract. Examples include third party email providers, system developers, and other product and services providers relevant to the client’s needs in relation to the Bullseye Digital Attendance Notebook and Bullseye Digital Attendance Notebook Apps. Bullseye will put in place a contract with the processor to adequately protect personal data.

 

9A.15 Bullseye will process the personal data provided by the Licensee on the basis of the contract (for the provision of the Bullseye Digital Attendance Notebook and Bullseye Digital Attendance Notebook Apps) between Bullseye and the Licensee and under the legal grounds of ‘legitimate interest’. Bullseye’s full Privacy Notice is available on our website.

 

9A.16 Licensee acknowledges that Bullseye is reliant on the Licensee for direction as to the extent to which Bullseye is entitled to use and process the Personal Data. Consequently, Bullseye will not be liable for any claim arising from any act or omission by Bullseye Solutions Limited, to the extent that such act or omission resulted directly from Licensee's instructions.

 

10. INDEMNITIES BY BULLSEYE

 

10.1 Bullseye will indemnify the Licensee from and against any loss, damage, liability or expense (including reasonable legal costs) incurred by or awarded against the Licensee, to the extent that it is based upon a claim that the Digital Notebook and/or the App, as provided by Bullseye to the Licensee and used within the scope of these Conditions, infringes any patent or copyright, or incorporates any misappropriated trade secrets. Bullseye’s obligations to the Licensee under this condition shall only be valid provided that the Licensee:

 

10.1.1 promptly notifies Bullseye in writing of the claim;

 

10.1.2 grants Bullseye sole control of the defence and settlement of the claim, provided that Bullseye will not settle a pending matter without first notifying the Licensee; and

 

10.1.3 provides Bullseye with all assistance, information and authority required for the defence and settlement of the claim.

 

10.2 If the Licensee's use of the Digital Notebook and/or the App is, or in Bullseye's

opinion is likely to be, enjoined due to the type of infringement specified in condition 10.1 above, Bullseye may, at its sole option and expense:

 

10.2.1 procure for the Licensee the right to continue using the Digital Notebook and/or the App as provided in these Conditions;

 

10.2.2 replace or modify the Digital Notebook and/or the App so that it is non-infringing and substantially equivalent in function to the enjoined Digital Notebook and/or the App; or

 

10.2.3 terminate the Licensee's rights and Bullseye’s obligations under these Conditions with respect to the Digital Notebook and/or the App with no further liability.

 

10.3 Bullseye will have no indemnification obligation for any claim of infringement or

misappropriation to the extent that it results in whole or part from:

 

10.3.1 modification to the Digital Notebook or the App made without the authority of Bullseye;

 

10.3.2 failure of the Licensee to use updated or modified software provided by Bullseye to avoid a claim of infringement or misappropriation;

 

10.3.3 combination of the Digital Notebook or the App with other systems, products, processes or materials to the extent that such claim would have been avoided without such combination use of the Digital Notebook or the App;

 

10.3.4 compliance by Bullseye with designs, plans or specifications furnished by or on behalf of the Licensee.

 

 

11. INDEMNITIES BY LICENSEE - THE LICENSEE'S ATTENTION IS
PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION

 

11.1 Subject to condition 11.2 below, the Licensee will indemnify Bullseye from and against any loss, damage, liability or expense (including reasonable legal costs) incurred by or awarded against Bullseye, to the extent that it is based upon a claim that a breach of any data protection legislation (including the Data Protection Act 1998) or any guidance issued by the Information Commissioner, has occurred as a result of the Licensee failing to adequately encrypt or protect (a) any device on which the Digital Notebook or the App is used or (b) any email or other communication containing data produced using the Digital Notebook or the App. The Licensee’s obligations to Bullseye under this condition shall only be valid provided that Bullseye:

 

 

11.1.1 promptly notifies the Licensee in writing of the claim;

 

11.1.2 grants the Licensee sole control of the defence and settlement of the claim, provided that the Licensee will not settle a pending matter without first not

 

11.1.3 provides the Licensee with all assistance, information and authority required for the defence and settlement of the claim.

 

11.2 Condition 11.1 shall not apply in respect of any failure by Bullseye to encrypt or protect any data produced using the Digital Notebook or the App in transit to, or when stored in, any remote server provided by or on behalf of Bullseye as part of the Services.

 

12. LIMITATION OF LIABILITY - THE LICENSEE'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION

 

12.1 This condition 12 sets out the entire financial liability of Bullseye (including any liability for the acts or omissions of its directors, employees, and contractors) to the Licensee in respect of:

 

12.1.1 any breach of the licence between Bullseye and the Licensee;

 

12.1.2 any breach of these Conditions;

 

12.1.3 any use made by the Licensee of the Services; and

 

12.1.4 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Services.

 

12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

 

12.3 Nothing in these Conditions limits or excludes the liability of Bullseye:

 

12.3.1 for death or personal injury; or

 

12.3.2 for any damage or liability incurred by the Licensee as a result of fraud or fraudulent misrepresentation by Bullseye.

 

12.4 Subject to conditions 12.2 and 12.3 above:

 

12.4.1 Bullseye shall not be liable for:

 

(a) loss of profits; or

(b) loss of business; or

(c) depletion of goodwill and/or similar losses; or

(d) loss of anticipated savings; or

(e) loss of goods; or

(f) loss of contract; or

(g) loss of use; or

(h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

 

12.4.2 Bullseye's total 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 Services (including the licence to use the Digital Notebook and the App under condition 3) shall be limited to 12 months licence fees at the then monthly fee payable by the Licensee.

 

13. TERMINATION

 

13.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Services (including the licence to use the Digital Notebook and the App under condition 3) without liability to the other immediately on giving notice to the other if:

 

13.1.1 the other party commits a material breach of any of these Conditions and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

 

13.1.2 (this condition is only applicable to termination by Bullseye) the Services have been suspended pursuant to condition 5.4.2 for a period of not less than 30 days;

 

13.1.3 an order is made or a resolution is passed for the winding up or bankruptcy of the other party (or if the other party is a partnership, one of its partners), or circumstances arise which entitle a court of competent jurisdiction to make a winding-up or bankruptcy order in respect of the other party (or if the other party is a partnership, one of its partners); or

 

13.1.4 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

 

13.1.5 a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

 

13.1.6 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

 

13.1.7 the other party ceases, or threatens to cease, to trade; or

 

13.1.8 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

 

13.2 On termination of the Services for any reason:

 

13.2.1 the Licensee shall immediately pay to Bullseye all of Bullseye's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Bullseye may submit an invoice, which shall be payable immediately on receipt;

 

13.2.2 if less than any minimum agreed period has elapsed since the commencement of the Services, the balance (if any) of any licence fees due or to become due in respect of such minimum period shall become immediately due and payable;

 

13.2.3 Bullseye may immediately delete all data produced using the Digital Notebook or the App, including all back ups of such data, stored in any remote server as part of the Services;

 

13.2.4 the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

 

14. FORCE MAJEURE

 

Bullseye shall have no liability to the Licensee if it is prevented from or delayed in performing its obligations under these Conditions or from carrying on its business by acts, events, omissions or accidents beyond its direct control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Bullseye or any other party), failure of a utility service or transport 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.

 

15. VARIATION

 

Bullseye may vary these Conditions by not less than 30 days notice to the Licensee. The Licensee may object to any such variation by notice to Bullseye within 21 days, in which event such variation shall not take effect but instead the Services shall terminate at the end of such period of 30 days.

 

16. WAIVER

 

16.1 A waiver of any right under these Conditions is only effective if it is in writing (which for this purpose excludes email) and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

 

16.2 Unless specifically provided otherwise, rights arising under these Conditions are cumulative and do not exclude rights provided by law.

 

17. SEVERANCE

 

17.1 If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

 

17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

 

17.3 The parties agree, in the circumstances referred to in condition 17.1 above and if condition 17.2 above does not apply, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. The obligations of the parties under any invalid or unenforceable provision of these Conditions shall be suspended while an attempt at such substitution is made.

 

18. STATUS OF PRE-CONTRACTUAL STATEMENTS

 

Each of the parties acknowledges and agrees that, in entering into these Conditions 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 these terms and conditions or not) relating to the subject matter of these Conditions, other than as expressly set out in these Conditions.

 

19. ASSIGNMENT

 

19.1 The Licensee shall not, without the prior written consent of Bullseye, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions.

 

19.2 Bullseye 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 these Conditions.

 

20. NO PARTNERSHIP OR AGENCY

 

Nothing in these Conditions is intended to, or shall operate to, create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

 

21. RIGHTS OF THIRD PARTIES

 

The contract between Bullseye and the Licensee is made for the benefit of the parties to it and (where applicable) their successors and permitted assignees and is not intended to benefit, or be enforceable by, anyone else.

 

22. NOTICES

 

22.1 Notice given under these Conditions shall be in writing, sent for the attention of:

 

22.1.1 the Licensee at the address or fax number or email address given by the Licensee during signup for the Services or subsequently;

 

22.1.2 Bullseye as addressed above or fax number 01279 423735 or email address support@bullseyesolutions.co.uk or such other address, fax number or email address as Bullseye may notify to the Licensee.

 

22.2 Notices shall be delivered personally, sent by fax or email or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of email at the time evidenced by the email delivery receipt generated by the recipient’s email server, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 22 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of email, that the email was delivered to the recipient’s email server or, in the case of post, that the envelope containing the notice was properly addressed and posted.

 

23. GOVERNING LAW AND JURISDICTION

 

23.1 These Conditions and any dispute or claim arising out of or in connection with them or their subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

 

23.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions or their subject matter.

 

July 2018 Edition

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