Terms & Conditions of Use
Last updated: May 25th, 2023
TRUMPET
TERMS AND CONDITIONS OF USE
1. Getting Started
1.1 Welcome to Trumpet! We’re happy to have you on board. These Terms and Conditions set out how You may use Our Platform and Services. They also describe Our obligations and liabilities to you with respect Our Platform and the Services we provide You. Please read them carefully.
1.2 When Our Relationship Starts and Ends: If You joined us by signing our Order Form, Our Agreement with You commences on the Start Date stated in Your Order Form and continues for the Initial Term. After that, the Agreement shall be automatically renewed for successive periods of the Renewal Term, unless: (a) no Renewal Term is stated in the Order Form, or (b) either party provides written notice of termination to the other party before the expiration of the minimum Non-Renewal Notice Period prior to the end of the relevant Initial Term or any Renewal Term; or (c) it is otherwise terminated in accordance with the provisions of the Agreement.
If You joined us online by completing and submitting Our Online Subscription Form, this Agreement starts on the day You create an account and by submit Your details. By creating an account, You signify Your acceptance of these Terms and Conditions on behalf of your Company. Your Subscription Services may be terminated (a) on the expiration of the minimum period You selected when you set up a paid Subscription Service on the Platform, (b) at any time by us on 30 days’ notice if you are using a free Starter Subscription or (c) otherwise in accordance with the provisions of this agreement. either party provides written notice of termination to the other party before the expiration of the minimum Non-Renewal Notice Period prior to the end of the relevant Initial Term or any Renewal Term;
1.3 Quotations: We may provide You with a Quotation for the provision of Our Services to You. This Quotation will not be legally binding on Us or You until it becomes an Order Form. A Quotation becomes an Order Form when it is (1) signed by You, and (2) agreed by Us – either when we subsequently countersign it or when we commence our provision of the Services to you.
1.4 We may make changes to these Terms and Conditions: We’ve aimed to keep our legal documents as simple and readable as possible, but we may update them from time to time. We will let you know when We have updated these Terms and Conditions the next time You log-in to the Platform or will notifiy You by email. By continuing to access Our Platform and use Our Services, You confirm your acceptance to Our updated Terms and Conditions.
1.5 Where to find the meanings of definitions We use in this Agreement: You can find definitions for the capitalised words we use in this Agreement at the end of these Terms and Conditions.
2. Our Provision and Your Use of our Platform and the Service
2.1 Provision of Services. (i) You may access and use Our Platform and Services, and (ii) We will make Our Platform and Services available to You and provide the Support Services to You for your use in accordance with this Agreement.
2.2 Your Account. You will designate an Administrative User who will be responsible for establishing and managing Your use of the Services, including adding and removing Users of Your instance of Our Platform. You are solely responsible for maintaining the status of Your Users. You will safeguard all User authentication credentials in Your possession or under Your control. You are responsible for all activities of Your Users (except to the extent resulting from any breach or non-conformance by Us of Our obligations under this Agreement).
2.3 Your General Responsibilities. You are solely responsible for obtaining and maintaining your internet access to the Services. You are solely responsible for the accuracy, quality and legality of the Your Data that You or Your Users input into Our Platform. You must comply and will ensure that Your Users comply with the Acceptable Use Policy, all other Policies and terms of this Agreement. You are responsible for acts and omissions of any of Your Users relating to this Agreement as though they were Your own. You must not use the Services in any way which breaches this Agreement, any applicable laws or for any other unlawful purposes.
2.4 Technology Improvement. We may modify Our Platform as We determine necessary to improve it or to reflect changes to Our Platform, technology, information security practices and/or any legal requirements. We will notify You in advance of any material modifications which substantially and adversely affect our Service except in cases of emergency, (such as critical vulnerability remediation, in which case We will provide as much prior notice as is reasonable in the circumstances). We will not be obligated to provide You with any refund for modifications made by Us to address (i) changes in applicable law, (ii) changes in its third-party certification standards we may obtain from time to time , or (iii) a security vulnerability, unless, those changes make it impossible for You to continue to use Our Service.
2.5 Free Trials & Starter Subscriptions: We may provide you with a Free Trial Period for our Services or a Starter Subscription. Any free trial of our Services will continue until expiration of the Initial Term or as stated in the Order Form. Any Free Trial Period is for Your testing and evaluation purposes only and subject to any usage limits specified by Us and unless stated otherwise in the Order Form, excludes any Support Services. A Free Trial Period or Starter Subscription may be cancelled by Us at any time. During any Free Trial Period or Starter Subscription period, the Services are provided “as-is” and without any warranty of any kind and the warranties in clause 6.1 and indemnity in clause 3.5 does not apply, to the extent that We are able to exclude such liability in accordance with the applicable law. All other terms of this Agreement continue to apply. Please note that if you do not continue to use our Services following any Free Trial Period, Your Data may be irretrievably deleted from our Platform at the end of the trial.
3. Intellectual Property Rights & Permissions to Each Other
3.1 License by Us. Subject to any specific limits set out in the relevant Order Form, from the Start Date until termination of the Agreement by either party, We grant You a limited, non-exclusive, non-transferable, royalty-free, revokable, worldwide license, without right to sub-license to access and use the Services strictly in accordance with this Agreement.
3.2 License by You. You grant to Us, a limited, non-exclusive, non-transferable, royalty-free sub-licensable license to: (a) use Your Data, solely as necessary to perform the Agreement and (b) for the purposes of reporting on the performance, developing and providing new and different products for You and our other customers (provided that such use is aggregated and anonymised and does not identify You. We remain responsible to You for any acts and omissions of any sub-licensors we may work with in our performance of this Agreement.
3.3 Ownership of Intellectual Property Rights.
(a.) Ownership and Use of Your Data. You retain all of Your rights, title, interest and Intellectual Property Rights in and to Your Data and Your Confidential Information. No ownership interest in Your Data or Your Confidential Information is transferred or conveyed to Us by virtue of this Agreement. We will use Your Data and Your Confidential Information only as described in this Agreement.
(b.) Our Intellectual Property and Ownership Rights. As between You and Us, both We and Our licensors retain and own all rights, title, interest and Intellectual Property Rights in and to Our Platform or Our Confidential Information, and all enhancements or improvements to, or derivative works with respect to any of it created or developed by or on behalf of Us. Nothing in this Agreement transfers or conveys to You any Intellectual Property Rights in Our Platform and Our Confidential Information.
3.4 Restrictions. You will not: (i) reproduce, publish, display, distribute, sell, share, sublicense, transfer, rent, lease, publish, broadcast, timeshare, loan, disclose or otherwise make available Our Platform or any part of it to any third party; (ii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from Our Platform, or any part of it; (iii) modify, translate, adapt, alter or create derivative works based upon Our Platform or any part of it; (iv) remove any proprietary notices, labels, trademarks or service marks on Our Platform; or (v) use Our Platform for any purposes other than those explicitly stated in this Agreement.
3.5 Indemnification
(a.) Defence and indemnity. If any third party makes a claim against the You that alleges Our Platform infringes the Intellectual Property Rights of that party, then upon notification of such claim, We will, at our sole cost and expense, defend You against such claim and any related proceeding brought by such third party against You, and indemnify You from and against all damages, fines and penalties finally awarded against You or agreed to be paid by You in a written settlement approved in writing by Us, and resulting from Our infringement. Our obligations under this clause 3.5 (a) are subject to the Your compliance with the indemnification conditions in clause 3.5 (b) below.
(b.) Indemnification conditions: You must: (i) provide Us with prompt written notice of any claim made against you that Our Platform infringes the Intellectual Property Rights of that party, (ii) grant Us sole control of the defence and settlement of that claim against You, (iii) not enter into any settlement agreement of compromise the claim without Our prior written consent, (iv) provide us with all reasonable information and assistance with respect to the claim (at Our expense), and (v) use all commercially reasonable efforts to mitigate any loss, damage or costs related to the claim against you.
(c.) Our mitigation rights: If Our Platform becomes (or in Our opinion is likely to become) the subject of any Intellectual Property Rights infringement claim, We may (at Our sole expense) either: (i) procure for the You the right to continue using Our Platform; (ii) replace or modify the relevant infringing Platform elements in a functionally equivalent manner so that it is no longer infringing; of (iii) terminate the applicable Order Form and refund to the You a pro-rata amount of any Fees prepaid and applicable to the unused portion of the terminated Order Form.
(d.) Exclusions. We will have no obligation with respect to any Intellectual Property Rights infringement claim to the extent that it is based on (i) any use of Our Platform not in accordance with this Agreement, (ii) the combination of Our Platform with other products, equipment, software, services or data not supplied by Us where the infringement would not have occurred but for such combination, and (iii) any of Your Data.
4. Our Fees & Your Payment Obligations
4.1 Fees. If You signed an Order Form, Your Fees for the Services are set out in each Order Form. We will issue you with invoices for the Fees for each Invoicing Period stated in the Order Form. If You haven’t signed an Order Form, Your Fees for the Services depend on what Subscription Services and number of Users you select in Your account settings in the Platform.
4.2 Payment of Services Fees. You agree to pay Us the Fees for the Services as set out in each Order Form by on or before each Payment Term without any set-off or deductions. Unless specified otherwise in the applicable Order Form, You will make all payments within 15 days of receipt of Our invoice in the currency stated on the relevant Order Form. If You purchase Subscription Services in our Platform, your Fees for those Subsciption Services are payable by You in advance.
4.3 Sales Tax, Value Added Taxes, etc. All Fees are exclusive of any value added taxes or similar taxes levied by any taxing authority on the Services provided by Us to the You. Any such taxes on the Services are payable by You in addition to the Fees, on receipt of a valid invoice from Us.
4.4 Overdue Payments: Without limiting any other right or remedy to Us, if You fail to make any payment due to Us under the Agreement by the due date for payment, We shall have the right to: (i) charge You interest on the overdue amount at the rate of 5% per annum above the Bank of England's base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, (ii) suspend delivery of the Services until such time as the outstanding Fees are paid and (iii) reimbursement by You of Our reasonable costs in Our enforcement of this clause 4.
5. How This Agreement Comes to an End
5.1 Normal Termination: Except for any provisions that survive termination of this Agreement for any reason, this Agreement terminates (a) automatically on expiration of the Initial Term in the case of an Order Form where no Renewal Term is stated; (b) if you haven’t signed and Order Form, on the end date advised in the Platform after you change your account settings so as to deactivate your account; (c) if either party provides written notice of termination to the other party before the expiration of the minimum Non-Renewal Notice Period prior to the end of the relevant Initial Term or any Renewal Term in the case of an Order Form with a renewal period; (d) at any time by Us on 30 days’ notice if You are using a Starter Subscription or (e) otherwise in accordance with the provisions of this Agreement.
5.2 Termination on Breach: Without prejudice to any other rights and remedies to which the parties may be entitled, either party may terminate the Agreement (or any Order Form if the context requires) immediately by written notice if: (a) the other party commits a non-remediable material breach of that Agreement; (b) the other party fails to cure any remediable material breach within 30 days of being notified in writing of such breach; (c) the other party persistently breaches this agreement, (d) the other party is deemed to be unable to pay its debts as and when they fall due or (e) the other party calls a meeting for the purpose of passing a resolution to wind up its company (other than for the purposes of a solvent reconstruction or amalgamation), or (f) a resolution is passed or the other party presents or has presented a petition to wind up or present or have presented a petition to appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the other party’s business, undertaking, property or assets.
5.3 Post Termination Obligations: Following termination of the Agreement (or Order Form if the context requires): (a) You shall immediately pay to Us all outstanding Fees, (b) except where stated otherwise in this Agreement, all rights and licences granted under the Agreement, shall cease; (c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; (d) on request, the parties shall return or destroy (and certify destruction of) all copies of any Confidential Information of the other party disclosed to it.
5.4 Survival: Any rights and obligations under the Agreement which by their nature should survive, will remain in effect after performance, termination or expiration of the Agreement.
6. Our Promises – and Yours
6.1 Our Warranties We warrant to You that:
(a.) Performance Warranty. During the Initial Term and any Subsequent Renewal Term, Our Platform will conform in all material respects with the Policies, Supplemental Materials and this Agreement.
(b.) Viruses. We will use commercially reasonable efforts, using applicable current industry practices, to ensure that the Our Platform contains no material computer virus, Trojan horse, worm or other similar malicious code.
(c.) Support Services. We will provide the Support Services in a good, professional and workmanlike manner, consistent with applicable industry standards.
(d.) Infringement. Our provision to You of the Services and your use of them in accordance with this Agreement does not infringe any third-party Intellectual Property Rights.
(e.) Compliance with Law. The Services will comply with all laws applicable to Us in Our provision of Services.
6.2 Performance Remedy. If Our Platform fails to conform to the warranty set out in clause 6.1 (a) above, and You provide Us with written notice of the non-conformance, then, Your exclusive remedy and Our sole obligation is for Us to either repair or, at Our option, replace the non-conforming elements of Our Platform or, if We are unable to correct the non-conformance within 30 days of receipt of such written notice from You, You may terminate the applicable Services, and We will refund to You a pro-rata amount of any Fees prepaid to Us and applicable to the unutilised portion of the terminated Services.
6.3 Infringement Remedy: Your sole and exclusive remedy for any non-conformance with the warranty in clause 6.1(d) above will be Your defence and indemnification rights in clause 3.5 and Your termination right in clause 5 above.
6.4 Bugs: While We make reasonable efforts to ensure Our Platform is free from bugs, errors or omissions, We do not make any warranty to the You that Our Platform is free from all bugs, errors, or omissions.
6.5 Disclaimer of implied warranties: The express terms and conditions of the Agreement shall apply in place of all warranties, conditions, terms, representations, statements, undertakings, and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law. In particular, We do not warrant that Our Platform is fit for a particular purpose unless specifically stated otherwise in the relevant Order Form.
6.6 Sole benefit: The warranties in clause 6.1 this Agreement are for Your sole benefit.
6.7 Your Warranties: You warrant and represent that you have the power and authority necessary to enter into this Agreement and perform the obligations within it and that your use of the Service will comply with all applicable law.
7. Confidential Information & Publicity
7.1 Restrictions: A party receiving Confidential Information (the “Recipient") may use it only for the purposes for which it was provided under the Agreement. Confidential Information may be disclosed only to employees or contractors obligated to the Recipient under similar confidentiality restrictions and only for the purposes for which it was provided under the Agreement.
7.2 Exclusions: The obligations set out in clause 7.1 do not apply to information which (a) is rightfully obtained by the Recipient without breach of any obligation to maintain its confidentiality; (b) is or becomes known to the public through no act or omission of the Recipient; (c) the Recipient develops independently without using Confidential Information of the other party; or (d) subject to clause 7.3 below, is disclosed in response to a legal obligation, court or governmental order.
7.3 Notification: If either party receives any request to disclose and/or intends to disclose all or any Confidential Information pursuant to clause 7.2(d) above that party agrees to consult the other before disclosing any such Confidential Information (provided it is not prohibited to do so by law). In so consulting, the disclosing party agrees that it will act reasonably and in good faith and will duly consider any representations the other party may make relating to the proposed disclosure or otherwise of such Confidential Information.
7.4 Publicity: Unless you tell us otherwise, We may use Your name, logos and trade marks on our website and in Our sales materials for marketing and business development purposes. Any further use by Us is subject to Your prior written consent (such consent not to be unreasonably withheld or delayed). We welcome any PR or marketing activities by You and consent to the use of Our name, logos and trademarks by You for such purposes. Furthermore, We encourage You to reach out to it for any collaborations in this regard.
8. Data Protection
8.1 Legal Compliance: Both parties will comply with the Data Protection Legislation, and this section is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
8.2 Relationship of Parties: For the purposes of this Agreement and the Data Protection Legislation, You are the data controller and We are the data processor in respect of any personal data You share with Us in order for us to provide the Services to You pursuant to this Agreement.
8.3 Consent: By entering into this Agreement, and each time You provide or cause Us to be provided with personal data (such as User credentials), You confirm that you have obtained all required consents from any data subjects in order for Us to process the personal data and any personal data in Your Data in accordance with this Agreement, and that such consent was lawfully obtained. You acknowledge that We are reliant on You for direction as to the extent to which We are entitled to use and process the personal data you provide Us pursuant to this Agreement. You also acknowledge that You control what data is uploaded onto the Services and therefore what personal data is processed by Us. Consequently, We will not be liable for any claim brought by a data subject arising from any act or omission by You in this regard.
8.4 Purposes of processing: We will only process personal data provided by You in accordance with the Agreement to (i) provide You with and administer the Services and (ii) to develop Our services and provide new and different products/services to You (provided that such personal data is aggregated and anonymised and does not identify You or any living person identified in the data), and (iii) on Your reasonable and lawful documented instructions, and (iv) in accordance with any other applicable laws.
8.5 Obligations: In relation to any personal data provided by You and processed by Us in Our performance of this Agreement, We will:
(a.) process that personal data only in accordance with this clause 8 and any other written instructions You provide Us;
(b.) ensure that We have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c.) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
(d.) not transfer any such personal data outside of the UK or European Economic Area unless We have complied with Our applicable obligations under the Data Protection Legislation in ensuring adequate safeguards in relation to such transfer and You have provided consent (not to be unreasonably withheld or delayed);
(e.) provide reasonable assistance to You, at Your cost, in responding to any request from a data subject and in ensuring compliance with Your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f.) notify You without undue delay on becoming aware of a personal data breach;
(g.) at Your written direction, delete or return personal data and copies of it to You within a reasonable period following the date of termination of the Agreement unless required by law to store the personal data; and
(h.) maintain complete and accurate records and information to demonstrate its compliance with this clause 8 and, subject to the following sentence, allow for audits by You or Your designated auditor solely for the purposes of checking Our compliance with this clause, provided that (i) such audit is at Your expense and no more than once per year (except where required by a relevant regulatory authority) (ii) reasonable written notice is given to Us, (iii) such audit shall not materially interfere with Our day to day business operations, and (iv) You shall comply with Our security policies. You agree that the first step in relation to any audit as required under this clause or by the relevant regulatory authority shall be for Us to provide You with a report verifying Our compliance with its obligations under this clause (which shall constitute Our Confidential Information). You shall only request a further audit if it shows reasonable grounds for believing the report to be insufficient.
8.6 Sub-processing: You consent to Us appointing third-party processors of personal data under the Agreement. We confirm that We have entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause. As between You and Us, We shall remain fully liable for all acts or omissions of any third-party processor appointed by Us pursuant to this clause. We will make a list of Our third-party processors available to You upon request.
8.7 Changes to Data Protection Legislation. The parties will act in good faith to agree an amendment to this section (such agreement not to be unreasonably withheld or delayed) should an amendment be required by any law or to reflect any change to this relationship.
9. Limitation of Liability
9.1 Limitation: Except as stated otherwise in this Agreement:
(a.) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement; and
(b.) You are solely responsible for any use You make of Our Platform and You assume sole responsibility for results obtained from the use of Our Platform by You, and for any conclusions drawn from such use;
(c.) We shall have no liability for any damage caused by any Integrations, errors or omissions in any information or instructions provided to Us by You, Your third-party vendors in connection with their user of Our Platform; and
(d.) We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over third party communications networks and facilities, including the internet, and You acknowledge that Our Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.2 Exceptions: Nothing in this Agreement excludes the liability of either party to the other for:
(a.) death or personal injury caused by the other party’s negligence;
(b.) fraud or fraudulent misrepresentation;
(c.) misuse of any Intellectual Property Rights;
(d.) payment of any Fees properly due;
(e.) any matter which cannot be excluded by law.
9.3 Exclusion of certain claims: With the exception of clause 9.2, neither party will be liable to the other whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for any (i) loss of profits; or (ii) loss of business; or (iii) depletion of goodwill and similar losses; or (iv) loss or corruption of any data or information; or (v) pure economic loss; or (vi) loss of use; or (vii) any special, indirect or consequential loss, costs, damages or expenses.
9.4 Cap: Subject to clause 9, with the exception of any Free Trial Period or Starter Subscription where Our total aggregate liability to You in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of this Agreement shall be limited to £1,000; (a) both parties total aggregate liability to the other in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of this Agreement shall be limited to the greater of the total Fees paid or due by You during the 12 months immediately preceding the date on which the claim arose or £25,000; and (b) with respect to any applicable indemnity provided, both parties total aggregate liability to the other pursuant to this Agreement with respect to such indemnity shall be limited to £50,000.
10. Miscellaneous Provisions
10.1 Interpretation. References to include or including means including without limitation. Headings are for convenience only and shall be ignored in interpreting this Agreement. Words in the singular shall include the plural and vice versa. Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. A reference to writing or written includes faxes and e-signature software (such as DocuSign), but not email.
10.2 Construction. These Terms and Conditions apply to the provision of the Services. The parties may enter into one or more Order Forms. Upon execution, each Order Form will become a part of this Agreement. To the extent of any inconsistency, between these Terms and Conditions and any Order Form, the Order form prevails. To the extent of any inconsistency between two or more Order Forms, the most recent Order Form prevails.
10.3 Compliance with law: Both parties will comply with all applicable laws and regulations with respect to their obligations under this Agreement.
10.4 Entire Agreement. Subject to clause 10.2, these Terms and Conditions, the Policies referred to in it, and the Order Form (or Online Subscription Form if you signed up to the Subscription Services online) contain all terms agreed between the parties and supersede all previous and contemporaneous oral and written Agreements between the parties relating to its subject matter. 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.
10.5 Assignment. You may not assign any part of this Agreement to any third party without Our written consent. We may assign our rights and transfer its obligations under this Agreement upon written notice to You. Any other attempt to assign is void.
10.6 Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will continue in force unaffected. The affected provision shall be changed and interpreted so as to best accomplish the original objectives of it within the limits of the applicable law or court decision.
10.7 Force Majeure. A party is not liable under the Agreement for non-performance caused by events or conditions beyond that party’s reasonable control including, natural disasters, terrorist attacks, wars, riots and armed conflicts, collapse of buildings, fires, floods explosions storms or significant accidents, failure of a utility service or transport or telecommunications network, pandemics, malicious damage, compliance with any law or governmental order, breakdown of plant or machinery. The party suffering from the force majeure event must as soon as reasonably practicable after the start of the force majeure event but no later than 7 days from its start, notify the other party in writing of the force majeure event, the date on which it started, its likely or potential duration, and the effect of the force majeure event on its ability to perform any of its obligations under the Agreement and use all reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations. In the event any such event continues beyond a period of thirty (30) days, the party not suffering from the force majeure event may terminate the Agreement.
10.8 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. Any waiver of any right or remedy under this Agreement or by law is only effective if given in writing.
10.9 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
10.10 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
10.11 Change of Control: We may terminate this Agreement on 90 days written notice to You and provide a pro rata refund of any Fees paid in advance, if the beneficial ownership of more than 50% of the issued share capital of Our company or the legal power to direct or cause the direction of the general management of Our company changes (save any for internal restructures between Our entities).
10.12 Amendments. Any amendment must be (i) in writing, (ii) expressly state that it is amending this Agreement and (iii) be signed.
10.13 Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
10.14 Subcontracting. Either party may sub-contract its obligations under this Agreement, in whole or in part, without the prior written consent of the other, provided that the sub-contracting party remains fully liable for all such sub-contracted obligations and accepts full liability as between the parties for the actions and/or inactions of its sub-contractors as if such actions and/or inactions were its own.
10.15 Notices. All notices must be in English, in writing and addressed to Us at our registered office address and with a copy send to our email address at support@sendtrumpet.com. Notices to You will be sent to the email or postal address in the Order Form (or in the case where the Agreement was made via Your completion of an Online Subscription Form to the registered office address of the Company name stated in that Online Subscription Form). Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). Postal notices must be sent by first class mail to the other party’s postal address as set out in the Order Form (or in the case where the Agreement was made via Your completion of an Online Subscription Form to the registered office address of the Company name stated in that Online Subscription Form). Postal notices shall be deemed received on the second Business Day after the day of despatch.
10.16 Governing Law and Venue. 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. The parties irrevocably agree that the venue for any litigation or proceeding under this Agreement will be London. The exception to this is that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights.
11. Definitions and Interpretation
11.1 Definitions. In this Agreement:
“Acceptable Use Policy” means Our Acceptable Use Policy at https://www.sendtrumpet.com/terms#user-policy
“Administrative User” means any of Your employees or independent contractors or Affiliate employees or independent contractors who you authorise to use the administrative features and functions of Our Platform to provide access to Users.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with another entity.
“Agreement” means these Terms and Conditions, any Order Form (or Online Subscription Form if you signed up to the Subscription Services online) and the Policies.
“Company” means the company stated in your Order Form or Online Subscription Form.
“Confidential Information” means the terms of this Agreement and any information disclosed by (or on behalf of) one party (or an Affiliate) to the other party in connection with this Agreement that is (a) marked as confidential or, (2) from its nature, content or the circumstances in which it is disclosed, might reasonably be considered to be confidential.
“Data Protection Legislation” means, all applicable legislation regarding privacy and the protection of “personal data” or “personally identifiable information” (as defined by such laws) including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426). The terms “data controller” “data processor”, personal data”, “process” and “processing” shall have the same meanings as set out in the Data Protection Legislation.
“End User” means any individual who has been authorised by You to use any features and functionality of Our Platform or Services.
“Enterprise Subscription” is a type of Subscription Service we provide and is further described at https://www.sendtrumpet.com/pricing.
“Fee” means the fee payable by You to Us at the applicable rates set out on the Order Form (or if you signed up to the Subscription Services online, the fees stated for the Subscription Services and number of Users you select in Your account settings in the Platform).
“Free Trial Period” means use of the Services for trial purposes pursuant to an Order Form that specifies that Your use is for a Free Trial.
“Initial Term” is the time period stated as the ‘Initial Term’ in the relevant Order Form.
“Intellectual Property Rights” means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered), and all other equivalent or similar rights which may subsist anywhere in the world.
“Online Subscription Form” is the online form at sendtrumpet.com which You complete to create an account with Us in order to access and use our Subscription Services in accordance with Our Terms and Conditions.
“Order Form” means any (a) Order Form signed by Us and You describing the Services, Fees, Subscription Term and other matters agreed by the parties pursuant to these Terms and Conditions, or (b) electronic version of a Quotation that is subsequently converted into an Order Form in accordance with the process described in clause 1.3.
“Payment Terms” means is the terms stated as the ‘Payment Terms in the relevant Order Form.
“Platform” means the Our proprietary on-line auto-personalised and interactive microsite software and tools to help You communicate with your customers, and includes any Supplemental Materials we may make available to you from time to time.
“Policies” are the Acceptable Use Policyand Support Services.
"Pod” a micro-site for one of Your customers or prospects.
“Pro Subscription” is a type of Subscription Service we provide and is further described at https://www.sendtrumpet.com/pricing.
“Quotation” is a non-legally binding document of the same name which contains a price quote to You for the Services.
“Recipient” has the meaning given to it in clause 7.1.
“Renewal Term” means is the time period stated as the ‘renewal term’ in the relevant Order Form.
“Services” means the applicable Subscription Service and Support Service for our Platform.
“Start Date” is the date stated in the relevant Order Form.
“Starter Subscription” is a type of limited Subscription Service we provide and is further described at https://www.sendtrumpet.com/pricing.
“Subscription Fee” means is the Fee payable by You to Us in consideration for your use of our Services as may be specified on an Order Form or in your account settings in Your instance of the Platform.
“Subscription Services” mean either the Starter Subscription, Pro Subscription or Enterprise Subscription.
“Supplemental Materials” means guidelines applicable to the use You may make of Our Platform and Services and includes any for example any usage instructions, FAQ’s and other help materials. Supplemental Materials are not required for use of the Services and may be accessed and used by You in Your sole discretion.
“Support Services” is the Our support and maintenance services program described at https://www.sendtrumpet.com/legal-stuff.
“Terms and Conditions” mean these terms and conditions of use.
“User” means any Administrative User or End User. You are solely responsible to Us for any acts and omissions of any User in breach of this Agreement as if they were Your own acts and omissions.
“You” means the entity identified in the Order Form in the “About You” section or “Company Name” section in the Online Subscription form. In this Agreement, We will also refer to You as “Your”.
“Your Data” means any data that You or Your Users input into Our Platform for processing as part of the Services, including any Personal Data forming part of such data.
Privacy Policy
Trust Report
We are currently in the process of becoming GDPR, SOC 2 and ISO 27001 certified
You can view our trust report via the below link:
Acceptable Use Policy
Introduction
We developed trumpet to make it easy to collaborate with customers and understand how your customers are engaging with your content.
Our belief has always been that if we can do this at scale, we can play an influential part in improving the experience for millions of people online. This belief has driven us to reduce the friction of signing up for our service and also fuels our desire to make it easy to get value from our product.
So far our approach has worked however, not everything is perfect. Given the rate of change online, its tremendous growth, and the ease of publishing, it’s not practical for trumpet to know all of its users nor the exact nature of their business. While we believe the majority of people on this planet are good-natured, our product might be used in ways we never intended. It’s also conceivable that some accounts will not be using trumpet as we had intended or in line with our Terms of Service.
The intent of this Policy is to make it clear to anyone who uses trumpet (free or paid) what behavior or content is not acceptable for sites using our service. We will take action against sites that are discovered to be in violation of this Policy.
This Policy is a living document and will be updated as necessary. Continued use of trumpet requires compliance with this Acceptable Use Policy as well as our Terms of Service and Privacy Policy.
NON-acceptable uses of trumpet
If the content on your website contains information that is conducting or promoting any of the below, or if you intend to leverage trumpet to do any of the below, please don’t sign up for trumpet. If you already have an account—whether free or paid—you must stop using trumpet on the offending site or cancel your account.
The following constitutes behavior and content that are NOT acceptable uses of trumpet:
Sites performing, promoting, suggesting, or soliciting illegal activities.
Harassment, bullying, defamation, stalking, and threats.
Hateful content. A website using trumpet must not contain content that meets the following criteria nor can a trumpet account be used to do any of the following:
Promote or condone hate, violence, or discrimination against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status, or other forms of discriminatory intolerance.
Promote or support organisations, platforms or people that: (i) promote or condone such hate; or (ii) threaten or condone violence to further a cause.
Child exploitation, sexualization, or abuse. We don’t tolerate any activities that create, disseminate, or otherwise cause child abuse.
Sites selling counterfeit goods; or sites allowing, performing or facilitating any infringement of third party intellectual property rights.
Malware or spyware. This includes using trumpet to inject, infect, spread, etc. malware or spyware.
Phishing or otherwise attempting fraud. It is not okay to lie about who you are or who you affiliate with to steal from, extort, or otherwise harm others.
Spamming. No one wants unsolicited emails, text, or other communication.
Violence, or threats thereof. This includes activities on your site that qualify as a violent crime where you live, or in the UK where trumpet is based, or if you are leveraging trumpet to plan, conduct, assist, commit, or threaten this kind of activity.
Any actions that do not support the privacy rights of an individual. This includes capturing, selling, or sharing personal data without their consent.
It’s foreseeable that a customer's use of trumpet may extend to new areas not currently documented in this Policy. When and if this occurs we will take the same action of investigation and enforcement to determine if a site/account is acting against the spirit of this Policy. We reserve the right to do this as needed. When a situation like this occurs we will use our Core Values to guide our final decision and update this Policy if appropriate.
Reporting a concern
Do you know of a site that is violating this Policy? Or do you suspect a site might be violating the Policy? If so, please contact us so we can investigate. Simply email us at privacy@sendtrumpet.com.
Please share as much as you are comfortable with about the site, the content or behavior you are reporting, and how you found it. In addition to the URL, sending us screenshots is helpful since content can quickly be removed or changed.
Someone on our team will respond within two business days to let you know we’ve begun investigating. We will also contact you with the outcome of our investigation (unless you ask us not to, or we are not allowed to under law).
Fair Refund Policy
Bad refund policies are infuriating. You feel like the company is just trying to rip you off. We never want our customers to feel that way, so our refund policy is simple: If you’re ever unhappy with trumpet for any reason, just contact us and we'll take care of you.
Examples of full refunds we’d grant.
If you were just charged for your next month of service but you meant to cancel, we’re happy to refund that extra charge.
If you forgot to cancel your account a couple months ago and you haven’t used it since then, we’ll give you a full refund for a few back months. No problem.
If you tried trumpet for a couple months and you just weren’t happy with it, you can have your money back.
Examples of partial refunds or credits we’d grant.
If you forgot to cancel your account a year ago, and there’s been activity on your account since then, we’ll review your account usage and figure out a partial refund based on how many months you used it.
If we had extended downtime (multiple hours in a day, or multiple days in a month) or you emailed customer service and it took multiple days to get back to you, we’d issue a partial credit to your account.
Get in touch
At the end of the day, nearly everything on the edges comes down to a case-by-case basis. Contact us, tell us what's up, and we'll work with you to make sure you’re happy.
*This policy applies to any product created and owned by Trumpet Software Limited.
Cancellation Policy
We want satisfied customers, not hostages. That’s why we make it easy for you to cancel your account.
Account owners can cancel their paid trumpet plan within their account settings.
Our legal responsibility is to account owners, which means we cannot cancel an account at the request of anyone else. If for whatever reason you no longer know who the account owner is, contact us. We will gladly reach out to any current account owners at the email addresses we have on file.
What happens when you cancel?
If you have a paid trumpet account, you can cancel your subscription and keep using your account until your paid period expires. Then the account will be automatically cancelled and will be downgraded to trumpet's Free Plan and you will lose access to all paid features. You can then chose to delete your account permanently.
We’ll permanently delete your account data 30 days after cancellation from our servers and logs, and within 60 days from our backups. Retrieving data for a single account from a backup isn’t possible, so if you change your mind you’ll need to do it within the first 30 days after cancellation. Data can’t be recovered once it has been permanently deleted.
We won’t bill you again once you cancel. We don’t automatically prorate any unused time you may have left but if you haven’t used your account in months or just started a new billing cycle, contact us for a fair refund. We’ll treat you right.
trumpet-initiated cancellations
We may cancel accounts if they have been inactive for an extended period:
For frozen accounts: 180 days after being frozen due to billing failures
For free accounts: after 365 days of inactivity
We also retain the right to suspend or terminate accounts for any reason at any time, as outlined in our Terms of Service. In practice, this generally means we will cancel your account without notice if we have evidence that you are using our products to engage in abusive behaviour.
Service Level Agreement
This policy sets out the support program and service levels for the Subscription Services we provide You and is subject to, and made a part of Your Terms & Conditions.
1.2 We shall provide the following support program in relation to the Pro Subscription and Enterprise Subscription as follows:
1.2.1 We shall categorise each reported error within 2 business days of an error being reported by You by (i) using the telephone help-line (during business hours); (ii) email or (iii) by Our Platform. Any references to ‘business days’ or ‘working hours’ is to normal business days and normal working hours in England (9am to 5pm -Monday to Friday, excluding public holidays).
1.2.2 Prioritisation shall be in accordance with the following table:
Priority 1 - Critical – entire system down.
Priority 2 - Urgent – individual function down, no workaround available, remainder of system working.
Priority 3 - Standard – Individual function down, workaround available.
Priority 4 - Other – training or procedural issues.
1.2.3 We shall provide identification and resolution, obviation and/or mitigation (including provision of a temporary workaround) of bugs or errors reported by You in the then current version of the applicable software in accordance with the following estimated target timescales provided always that the fault is caused by us (and for example, not caused by Your use of Our Platform in breach of your Agreement with Us):
Use of reasonable endeavours to resolve (fix) within:
Priority 1 - 1 business day
Priority 2 - 3 business days
Priority 3 - Led by business priorities
Priority 4 - Led by business priorities
1.2.4 At its sole discretion, We shall make available any updates for the Platform as We see fit and, for the avoidance of doubt, nothing in this policy shall oblige us to make any specific update to the Platform ; and
1.2.5 We shall provide telephone advice and assistance on the use of the Platform during working hours on business days.
1.3 For any errors relating to any third party software (such as optional integrations), We may liaise with the applicable third party and make available to You any remedies/work-arounds or updates provided by that third party in relation to that error.
1.4 We shall have no obligation to provide the Support Program where errors arise from:
1.4.1 damage to the Platform or software for any reason, including for the avoidance of doubt the failure or fluctuation of electrical power;
1.4.2 use of the Platform in combination with any equipment or software not provided by Us or not designated by Us in writing for use with any part of the Platform or any fault in any such equipment or software;
1.4.3 any breach of Your obligations under our Agreement with You however arising;
1.4.4 User error; and/or
1.4.5 Your use of the Platform as party of any Free Trial Period or Starter Subscription.
SERVICE LEVELS
We will use commercially reasonable efforts to ensure the Enterprise Subscription, Scale Subscription and Pro Subscription Services , as set out in the Order From are available during working hours for 99% of the time measured per calendar month based on the monthly average percentage availability and calculated as the total actual uptime minutes divided by total possible uptime minutes in the month, excluding any permitted downtime.
For the purposes of this service level, “permitted downtime” means the unavailabity of the Platform for:
● planned maintenance, which We have notified You of in advance;
● unscheduled maintenance work required as a result of conditions which are outside of Our reasonable control;
● any unavailability caused by a force majeure event, third-party internet service provider failures or delays or any other third party, where the third party is not appointed by or under the direct control of ourselves;
● service interruptions of less than 30 seconds;
● congestion whereby high traffic levels result in service disruption, caused by the You exceeding any agreed capacity;
● issues with the Your local area network, the Your internet connectivity, infrastructure or configuration of such infrastructure or software;
● complete hardware failure requiring replacement, where we do not own the hardware/or is not directly responsible for the hardware replacement;
● if for any reason, You cannot be reached to correct an availability issue, then time will be frozen until We can make contact with the You to begin fixing the availability issue;
● issues resulting from problems caused by Your failure to follow agreed procedures, or caused by unauthorised changes to the Services by the You.
● material breach by You or your Users of the terms of the Agreement; and
● a suspension of the Services in accordance with this Agreement.
