License Terms and Conditions for Partners

You must read and agree to this Segala Partner Trustmark License Agreement before applying for, accepting, using or sub-licensing the Trustmark. You must tick the box on this web page declaring that you have read and understood this agreement before being granted access to the Trustmark.

1 Definitions

1.1 “Trustmark” shall mean the trade mark “Segala-Certified™” logo a copy of which will be provided by Segala to you;

1.2 “Certified user” shall mean you;

1.3 “Customer” shall mean a person, company or organisation to whom you as a Certified User grant a sub-license to use the Trustmark pursuant to the Segala Customer Trustmark License Agreement;

1.4 “Guidelines” shall mean the Guidelines which are being complied with and to which the Trustmark is being awarded;

1.5 “Preliminary review” shall mean some manual checking of representative Customer Web pages on a Customer Web site, along with the use of several semi-automatic accessibility checkers by Segala;

1.6 “Trustmark Installation Instructions” shall mean Segala’s standard written regulations for installation of the Trustmark onto Web sites;

1.7 “Customer Trustmark License Agreement” means a license agreement in the terms provided to you by Segala entitled “Segala Customer Trade Mark Licence Terms and Conditions”;

1.8 “Fees” shall mean the annual subscription fee set out in the price guide provided by Segala to you as a Certified User to be passed on to Customers for sub-license of the Trustmark under this Agreement;

2 License

2.1 Subject to the terms and conditions of this Agreement, and in consideration of payment of the Fees to Segala by you in accordance with clause 11, Segala grants to you a non-exclusive, non-transferable license during the term of this Agreement to:

2.1.1 Download, install and display on each page of your Customers’ Web sites a single copy of the Trustmark in accordance with the Trustmark Installation Instructions and as a Certified User to award the Trustmark certificate to your Customers who own such Web sites and to sub-license your Customers to use the Trustmark in this way subject to the Customer Trustmark License Agreement; and

2.1.2 Use the Trustmark solely for the purpose of identifying your customers’ Web sites as Segala-Certified™ in accordance with the terms of this Agreement.

2.2 You agree to seek agreement from each Customer which you sub-license the Trustmark to as a Certified User in accordance with clause 2.1.1 above via a dedicated Web site set up for that purpose. Customers must apply and agree to the Customer Trustmark Licence Agreement by checking a tick box pop up declaration containing a copy of the Customer Trustmark Licence Agreement and the wording: “I hereby declare that I have read and understood the attached Customer Trustmark Licence Agreement Terms and Conditions and I agree to them” on that Web site each time a Trustmark is awarded. No Trustmark will be provided to a Customer for installation unless the Customer has indicated their Agreement to the Customer Trustmark Licence Agreement via such recorded tick box approval.

3 Who Owns the Trustmark

3.1 The Trustmark is the absolute property of Segala and shall not be used by any person other than you except by Customers under and by virtue of a Customer Trustmark License Agreement.

3.2 You, as a Certified User, acknowledge and agree that ownership of the Trustmark is and shall remain vested in Segala. Nothing in this Agreement which grants permission to a you as a Certified User to award the Trustmark to your Customer’s Web sites shall give you as a Certified User or any Customer any right, title or interest in the Trustmark.

3.3 You, as the Certified User, undertake to never directly or indirectly challenge, contest or call into question or raise any question concerning the validity or ownership of the Trustmark.

4 Authority of Segala

4.1 Segala shall have the power

4.1.1 To review and monitor all use of the Trustmark by you and by Customers under the Customer Trustmark Licence Agreement.

4.1.2 To investigate any complaint made by any member of the public, company or any organisation against you as a Certified User or your Customer.

4.1.3 To refer any complaints made by any member of the public, company or any organisation against you as a Certified User or your Customer to the Segala Complaints Appeal Board, whose rulings shall be binding on all parties including your Customers under the Customer Trustmark License Agreement.

4.1.4 To delegate any or all of the powers set out in these regulations to such persons or committees as Segala deems appropriate.

5 Register

5.1 Segala shall keep a register containing the names, URLs, address and trade descriptions of Certified Users of the Trustmark and the expiry/renewal date of the license to which your name and details will be added.

5.2 Segala may delegate to such persons, or companies or other incorporated bodies the right and duty to maintain the register of Certified Users under such terms and conditions as Segala may require.

6 The Issue of Trustmarks by You as a Certified User

6.1 The Trustmark will be sub-licensed and the accompanying certificate will be granted to Customers by you as a Certified User at your discretion provided that

6.1.1 Segala is satisfied that the relevant Customer Web site complies with (or is able to comply with) the Guidelines.

6.2 The Trustmark shall be licensed to you for a period of 12 months allowing you to sub-licence Customers and shall be renewed upon payment of an annual subscription fee to Segala equal to the Fees less 30% which shall be retained by you and on condition that it is still applicable under clause 6.3 below.

6.3 In the event that this Agreement is terminated for whatever reason, you will not purport to sub-license the Trustmark or issue any further corresponding certificates following the termination of this Agreement for whatever reason.

7 Conditions to be complied with by Certified User

7.1 The Trustmark is licensed to you as a Certified User under the following conditions which the certified user undertakes to comply with at all times:

7.1.1 The Certified User acknowledges and accepts the circumstances of ownership set out in Clauses 2 and 3 above, and will not do or omit to do anything to affect the validity of the Trustmark or its registration in any way.

7.1.2 The Certified User agrees to indemnify and hold Segala, harmless from any claims arising out of the use of the Trustmark by the Certified User or Certified User’s Customer.

7.1.3 The Certified User will use the Trustmark on labels, display, packaging, advertising and promotional material only in accordance with the principles and criteria set out in this Agreement or in such other manner as shall from time to time be directed or approved by Segala.

7.1.4 The Certified User will faithfully and accurately reproduce the Trustmark in its entirety and in the exact form as supplied by Segala. Where the Trustmark is used in conjunction with any other similar design, the combined form must not detract from the Trustmark’s simplicity and effectiveness.

7.1.5 Upon reasonable request from Segala, the Certified User shall notify Segala and provide access to the locations of the use of the Trustmark or furnish Segala with suitable specimens of the use of the Trustmark. Segala may periodically review the use of the Trustmark to evaluate compliance with the terms set forth in this Agreement. With twenty eight (28) days written notice from Segala, the Certified User shall either remedy any material deficiencies in the use of the Trustmark or be in material breach of this Agreement.

7.1.6 The Certified User must use the Trustmark in the colour combination provided to it.

7.1.7 The Certified User undertakes at all times to uphold the claims of the Trustmark unless downgrading or upgrading the claims themselves.

7.2 For the purpose of assessing your compliance with the terms of this Agreement as a Certified User, you:

7.2.1 Will permit inspection at reasonable times of:

7.2.2 The Web pages of Customers that have been certified;

7.2.3 The CSS that controls the layout of the Customer Web site where applicable;

8 Obtaining the Trustmark

8.1 In order to obtain and sub-license the Trustmark to Customers, you must first schedule the Segala preliminary review and follow and complete to Segala’s satisfaction Segala’s conformance specification which shall be e-mailed to you via partner [at] segala [dot] com. Once Segala has validated your claims of compliance, you should then follow the Trustmark Installation Instructions to obtain the Trustmark. After you receive the Trustmark, you must review the information in it before using it and promptly notify Segala of any errors

9 Representations and Warranties

9.1 You represent and warrant to Segala that:

9.1.1 All information contained in any application form for a licence of the Trustmark was true and correct as of the time of submission, and that such information (including any domain name or email address) does not infringe the intellectual property rights of any third parties; and

9.1.2 You will use the Trustmark in accordance with this Agreement only.

9.2 You warrant to Segala that:

9.2.1 You have the authority of each Customer to provide Customer’s personal data to Segala subject to Segala’s privacy policy;

9.2.2 You shall procure your Customers’ compliance with the terms and conditions of the Customer Trustmark License Agreement;

9.2.3 You will use your best endeavours to ensure each Customer uses the Trustmark in accordance with the Customer Trustmark License Agreement only; and

9.2.4 You shall not allow any Web site you certify to display the Trustmark or any Segala intellectual property unless such Web site is licensed to do so.

10 Termination

10.1 This Agreement and the rights contained within it will continue in force unless and until this Agreement is terminated under the following terms.

10.2 Segala may terminate this Agreement at any time for any reason on 28 days notice in writing (by email) to you or immediately in the event that:

10.2.1 The Fees payable to Segala are in arrears and you fail to make payment within 28 days of Segala’s Final demand for payment;

10.2.2 You are in breach of this Agreement and do not remedy the breach, if capable of remedy, within 28 days following notice in writing to you from Segala demanding remedy;

10.2.3 If you as the Certified User is convicted of any offence which discredits your reputation as a trader, or

10.2.4 If you as the Certified User ceases to trade for a continuous period of 12 months or more at the time of termination, or

10.2.5 Where you have failed to maintain the standards with which you are making claims about, or

10.2.6 If any of your Customers fails to comply with any of its obligations under the Customer Trustmark License Agreement or otherwise commits a breach of any of the terms and conditions governing the use of the Trustmark, or

10.3 In the event of termination of this Agreement your license to use the Trustmark shall be cancelled, you shall forthwith cease to use the Trustmark and shall immediately withdraw from use all labels, display, packaging, advertising and promotional material which bear the Trustmark and terminate all Customer Trustmark License Agreements in force.

11 Fees

11.1 The Certified User shall pay the prescribed Fees, on the date of this Agreement and on each anniversary of the date of this Agreement.

11.2 In the event of late payment of Fees by you to Segala, Segala will be entitled to charge interest on such unpaid sums of 4% above base rate of the Bank of England from time to time from the due date until full payment.

12 Trustmark not Assignable

12.1 You as the Certified User shall not be entitled to transfer or assign the Trustmark or the right to use the Trustmark granted pursuant to these regulations, except by granting sub-licensed to your Customers under Customer Trustmark License Agreements.

12.2 If you as a Certified User wish to carry on business under a trade description or trade name different from the one or ones recorded in this Agreement then, prior to commencing business under the different name, you as the Certified User shall first obtain the written consent of Segala for the continuation of this Agreement and continued use of the Trustmark accordingly.

13 Power to amend or make new regulations

13.1 Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that Segala may:

13.1.1 Revise the terms and conditions of this Agreement; and/or

13.1.2 Change part of any services provided under this Trustmark License Agreement at any time. Any such revision or change will be binding and effective thirty (14) days upon notification to you by email. If you do not agree with any revision to the Trustmark License Agreement, you shall immediately cease using and displaying the Trustmark and notify Segala of the same in writing, upon receipt of which this Agreement will immediately terminate. By continuing to use and display the Trustmark after any revision to this Agreement or change in any service(s), you agree to abide by and be bound by any such revisions or changes.

14 Indemnity

14.1 You shall indemnify Segala and its directors, officers, agents, employees, contractors, partners or subsidiaries (collectively, the “Indemnified Parties”) and hold the Indemnified Parties harmless from and against any losses, costs, damages, expenses and fees (including solicitors’ fees) incurred by the Indemnified Parties in connection with:

14.1.1 any breach by you of any representation, warranty, guarantee, term, condition or obligation under this Agreement (including but not limited to infringement of any intellectual property rights); or

14.1.2 Your or your Customer’s unauthorised acts or omissions related to the unauthorised use of the Trustmark (collectively, the “Indemnity Conditions”). Upon appropriate notice, you shall defend, at your expense, any claim brought against one or more of the Indemnified Parties based on or arising from one or more of the Indemnity Conditions.

15 Limitation of Liability

Segala does not limit its liability for fraud or death or personal injury caused by its negligence. subject to the provisions of this section. in no event shall Segala’s aggregate liability to any and all persons for any and all claims, losses, or damages relating to, in whole or in part, this agreement or the Trustmark, whether in contract, tort (including negligence), or otherwise, exceed five thousand US dollars (US$5,000). Under no circumstances whatsoever shall Segala be liable for indirect, consequential, special, reliance or incidental damages, or for lost profits, data, revenue or loss resulting from business interruption, even if Segala has been advised of the possibility of such damages.

16 General

16.1 Except for the indemnity obligations hereunder, neither party shall be deemed in default hereunder nor shall it hold the other party responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, terrorist action, industrial strike, lockout, boycott or other matter outside its reasonable control, provided that the party relying upon this section shall:

16.1.1 Have given the other party prompt written notice thereof; and

16.1.2 Take all steps reasonably necessary to mitigate the effects of the force majeure event provided further that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in aggregate, the other party may immediately terminate this Agreement.

16.2 You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement. This Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible, consistent with applicable law, consistent with the original intentions of the parties and the remaining terms and provisions will remain in full force and effect.

16.3 Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at Segala’s option.

16.4 You will make all notices, demands or requests to Segala with respect to this Agreement in writing to partner [at] segala [dot] com.

16.5 Any notice given pursuant to any of this Agreement shall be deemed to have been duly given if forwarded by email.

16.6 Any Customer refused authorization by Segala to use the Trustmark or whose right to use the Trustmark is cancelled by Segala under the terms of this Agreement may appeal to the Segala Complaints Appeal Board by email to appeal [at] segala [dot] com, and the Segala Complaints Appeal Board’s decision will be final.

17 Governing Law and Jurisdiction

This Agreement is governed by Irish law and subject to the non-exclusive jurisdiction of the Irish courts.

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I hereby agree to the above terms and conditions.