Internet Trust

Terms and Conditions

These terms and conditions are divided into 6 Parts.

Part 1 contains the terms which apply to the use of our Site; Part 2 contains the terms relating to our Seal of Approval; Part 3 contains the terms which apply to our Customers; Part 4 contains the terms which apply to our Resellers; Part 5 contains our privacy policy statement; and Part 6 contains terms of general application.

Capitalised terms such as “Site” and “Seal of Approval” are defined in Part 6.

PART 1: USE OF WEBSITE

This Part 1 governs your use of the Site; by using the Site, you accept this Part 1 (and Part 6) in full. If you disagree with any term of this Part 1 (or Part 6), do not use the Site.

Intellectual property rights

Unless otherwise stated, we or our licensors own the intellectual property rights in the Site and material on the Site. Subject to the licence below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages from the Site, provided that: (a) you must not republish material from the Site (including republication on another website); (b) you must not reproduce, duplicate, copy, sell, resell, or otherwise exploit the material on the Site for a commercial purpose, without our express written consent; and (c) you must not edit or otherwise modify any material on the Site.

Warranties and liability

Whilst we endeavour to ensure that the information on the Site is correct, we do not warrant its completeness or accuracy; nor do we not commit to ensuring that the Site remains available or that the material on the Site is kept up-to-date.

The information on the Site is provided free-of-charge, and you acknowledge that it would be unreasonable to hold us liable in respect of the Site and the information on the Site.

The limitations and exclusions of liability in Part 6 apply to your use of the Site.

PART 2: SEAL OF APPROVAL

This Part 2 (together with Part 6) details the status of our Seal of Approval, and governs the reliance which may be placed upon our Seal of Approval.

Status of Seal of Approval

The Seal of Approval service is free to the general public. You may definitively check whether a Seal of Approval is valid by clicking on the Logo on a website which purports to be an Approved Website.

The existence of a valid Seal of Approval indicates (and only indicates) that the relevant website has satisfied the Audit Standards applicable as at the date of the most recent Audit of the website. You can find a copy of our current Audit Standards here. Please contact us if you would like a copy of our historic Audit Standards.

Although the owners of Approved Websites are contractually obliged to ensure that the websites continue to satisfy the Audit Standards if they wish to retain the Seal of Approval, we do not systematically monitor and cannot always control the actions of website owners, and you should use appropriate care in dealings with all websites. Although we may check websites from time to time for continued compliance with the Audit Standards, we do not undertake to do so.

Limitations of liability

The limitations and exclusions of liability in Part 6 apply to all losses arising out of any reliance you may place upon any Seal of Approval.

PART 3: CUSTOMER TERMS

This Part 3 governs our relationship with Customers; by clicking on the "confirm application" button on our Audit application form, you (the “Customer”) agree to be bound by this Part 3 (and Part 6) in full.

Audit

Following submission of the Customer’s application for an Audit, we will contact the Customer by email to confirm receipt of the Customer’s application.

The decision of whether to undertake an Audit in respect of a Customer’s website is at our absolute discretion.

Audits will be carried out in accordance with our Audit Standards current at the time of the Audit. Our current Audit Standards are available here.

The award of our Seal of Approval is at our absolute discretion. In the event that the Customer’s website fails the Audit, we may advise the Customer of the reasons for failure, and may invite re-application, but we reserve the right not to do so.

Fees

We do not make any charge in respect of Audits which do not lead to the award of the Seal of Approval.

We will charge a fee in respect of all Audits which result in the award of the Seal of Approval (whether or not the Customer takes advantage of such award by displaying the Logo on the Customer’s website).

The fees payable in respect of the Seal of Approval are as stated on the Site from time to time.

If the Customer wishes to retain the Seal of Approval after the end of the Approval Period, a further renewal fee will be payable on or before the end of each Approval Period. We will give Customers 30 days’ notice of changes to the renewal fee.

Payment

Fees in respect of the award of a Seal of Approval are payable immediately upon award of the Seal of Approval (subject to any variations of this term set out on the Site).

Upon the award of a Seal of Approval we will send to the Customer a Customer Invoice by email for the applicable fee and: (a) where the Customer has opted to pay by credit or debit card, we will collect payment using the credit or debit card details given in the "your payment information" section of the Audit application form; or (b) where the Customer has opted to pay by cheque, the Customer must send to us a cheque in respect of the fee (we will not send a statement or request for payment or other reminder).

Renewal fees are payable at the end of each Approval Period in accordance with the terms set out on the Site.

The fees set out on the Site or stated elsewhere in relation to an Approval Agreement exclude VAT (unless stated otherwise).

If the Customer fails to pay any amount payable by it under the Approval Agreement, we will be entitled to charge the Customer interest on the overdue amount. Such interest shall be payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 5% per annum above the base rate for the time being of HSBC Bank Plc. Such interest shall accrue on a daily basis and be compounded quarterly.

Use of Logo

If we notify the Customer that the Customer’s website has been approved following an Audit, we will grant the Customer a revocable royalty-free non-exclusive worldwide licence to incorporate the Logo on the Approved Website subject to our instructions from time to time and subject to the Customer continuing to comply with the Audit Standards and all payments due to us from the Customer under the Approval Agreement being made in full and on time.

The Customer must incorporate the Logo into the Approved Website in such a way that website users are able to verify the validity of the Seal of Approval by clicking upon the Logo.

The Customer must not use the Logo (other than as set out above) without our express written approval. We may be prepared, in our absolute discretion, to allow use on business letterheads or in suitable publications.

The Customer must continue to comply with the Audit Standards applicable at the date of the Audit during the Approval Period.

Termination

The Customer may terminate the Approval Agreement at any time by giving us written notice.

We may terminate the Approval Agreement by giving the Customer written notice if: (a) the Site ceases to meet the Audit Standards; or (b) the Customer breaches any term of the Agreement. We may also terminate this Agreement at the end of an Approval Period by giving the Customer at least 5 Business Days’ written notice of termination.

Consequences of termination

Termination of the Approval Agreement will not affect either party’s accrued rights to payment or to bring legal actions.

Subject to any express terms on the Site to the contrary, upon termination of the Approval Agreement, the Customer: (i) will not be entitled to any refund of any amount paid to us under the Approval Agreement; and (ii) will not be released from any liability to make any payment due to us under the Approval Agreement.

The licence to use the Logo will terminate (and the Logo must be removed from the Site by the Customer (and any other media to which we have given permission to apply it)) within 10 Business Days after the date of termination of the Approval Agreement.

Where we terminate the Approval Agreement, we may advise the Customer of the reason for termination, but we reserve the right not to do so.

Confidentiality

We shall keep confidential the fact and details of any unsuccessful Audits (using at least the same degree of care as we use to protect our own confidential information).

We may disclose such confidential information to our professional advisers, provided that the advisers are bound in writing to maintain the confidentiality of the information.

The obligations of confidentiality set out here shall not apply to information that: (a) is or becomes publicly known other than through breach of this Agreement; or (b) was required to be disclosed by a law or governmental authority.

PART 4: RESELLER TERMS

You may apply to join our Reseller programme using the application page on the Site. By clicking on the "confirm application" button on the Reseller application page on the Site you (the “Reseller”) agree to be bound by this Part 4 (and Part 6).

We may accept or reject any application in our sole discretion. Where we accept an application, a Reseller Agreement will come into force between us on the terms set out below.

Appointment of Reseller

We appoint the Reseller, and the reseller accepts the appointment, as a non-exclusive reseller of Audits. The Reseller may itself market Audits worldwide, provided that the Reseller may not itself (whether as principal or on our behalf) enter into a contract to sell Audits or Seals of Approval.

On application, Resellers choose Reseller Codes.

The Reseller shall: (a) at all times conduct its business in a manner that will reflect favourably upon Audits and Seals of Approval and on our good name and reputation; (b) not make any promises or representations, or give any warranties, guarantees or indemnities in respect of Audits or Seals of Approval; (c) use our name and trade marks (whether registered or not) only with and in accordance with our prior written approval; (d) not reveal any information supplied by us under or in connection with a Reseller Agreement to anyone who is a competitor of ours; and (e) perform the Reseller Agreement with reasonable care and skill.

Audit pricing and terms

The terms upon and prices for which we will provide Audits (and where appropriate Seals of Approval) are shown on the Site and are subject to change at any time.

Commission

We will and will only pay the commission to the Reseller in respect of an application for an Audit where: (a) during the term of the Reseller Agreement the appropriate Reseller Code is entered into the appropriate field upon the application for the Audit (whether entered by the Reseller, the Customer, or otherwise); (b) the Audit is successful and the Customer’s website is awarded the Seal of Approval; (c) the Customer pays our invoice in respect of the Seal of Approval in full and on time and [d] in respect of a Seal of Approval which includes a refund option, the applicable period for a refund to be claimed has elapsed

The rate of commission payable in respect of any sale is the rate set out on the Site at the time of the application for an Audit. The rate may be either a flat sum or expressed as a percentage of the VAT-exclusive Customer invoice.

If a Seal of Approval is renewed by a Customer where the first payment by that Customer for that Seal of Approval (and each subsequent payment (if any)) gave rise to an obligation to pay commission to the Reseller, we will pay further commission to the Reseller at the rate set out on the Site from time to time.

Reseller Invoices and payment

The Reseller agrees to the self-billing arrangement described in this Agreement

The Reseller Invoice will be produced by us on the same date as the Customer Invoice to which it relates and will be sent by us to the Reseller. (Under Customs & Excise rules, the Reseller may not raise VAT invoices for supplies under the self-billing arrangement, and the VAT shown on the Reseller Invoice is the Reseller’s output tax due to Customs & Excise.)

We will pay commission to the Reseller (subject to the conditions set out above) on the next 20th day of a calendar month following the later of: (a) the date of the Reseller Invoice; and (b) the date of receipt of the Customer payment.

The commission set out on the Site or stated elsewhere in relation to a Reseller Agreement excludes VAT (unless stated otherwise).

If we fail to pay any amount payable by it under a Reseller Agreement, the Reseller will be entitled to charge us interest on the overdue amount. Such interest shall be payable by us forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 1% per annum above the base rate for the time being of HSBC Bank Plc. Such interest shall accrue on a daily basis and be compounded quarterly.

The Reseller must inform us immediately in the event that the Reseller ceases to be registered for VAT, transfers its business as a going concern or becomes registered for VAT under another VAT number.

The arrangements relating to Reseller Invoices set out in this Agreement will continue for as long as commission is payable to the Reseller.

Customer Invoices

We will raise a Customer Invoice to the organisation named in the "company name" field of the Audit application form, and collect payment for Customer Invoices using the credit or debit card given in the "your payment information" section of the Audit application form or by cheque or BACS if this payment method is selected.

Legal relationship

Nothing in this Agreement will render the Reseller a partner, joint-venturer, franchisee or agent of ours. The Reseller will not undertake or purport to undertake any obligation on our behalf, nor expose us to any liability, nor purport to pledge our credit.

Termination of Reseller Agreement

We may terminate a Reseller Agreement at any time by giving the Reseller notice in writing.

The Reseller may terminate a Reseller Agreement at any time by giving us notice in writing.

Consequences of termination

Termination of the Reseller Agreement will not affect either party’s accrued rights to payment or to bring a legal action.

Following termination of the Reseller Agreement: (a) where the Reseller is not in breach of any term of this Agreement, the Reseller will be entitled to receive commission in respect of all payments received by us arising out of Audit applications (including renewal applications) made using the Reseller Code prior to the date of effective termination; (b) where the Reseller is in breach of any term of this Agreement, the Reseller will not be entitled to receive any further payments of commission (even where a Reseller Invoice has been raised prior to the date of effective termination).

PART 5: PRIVACY POLICY STATEMENT

Introduction

We take your rights to privacy and the confidentiality of personal information seriously. This privacy policy statement sets out our policies and practices in relation to personal information.

If you have a query relating to data protection, or you wish to verify or update your personal information that we hold, please contact us.

Collection and use of information

Data is collected from Customers and Resellers, and prospective Customers and Resellers, by means of online application forms. We may seek verification from third party sources (such as the Companies House database and WHOIS databases) of the information supplied by Customers or prospective Customers.

Personal information is used: to process applications for Audits; to create our Approved Website directory; and for billing, payment collections and general commercial communications (including sending information to our Customers and Resellers by email or other communication methods).

Personal information may be collected when we receive comments, queries, Audit requests or newsletter subscription requests. We will delete relevant personal information and email addresses from our records if the subscriber opts-out of receiving the newsletter.

We may collect information about your computer and your visits to the Site, such as your IP address, geographical location, browser type, referral source, length of visit and number of page views. We may use this information in the administration of the Site, to improve Site usability and for marketing purposes.

We will not sell, rent or in any way share your personal information with any other organisation.

Other disclosures

In addition to the disclosures identified elsewhere in this privacy policy statement, we may disclose information about you: (a) to the extent that we are required to do so by law (b) in connection with any legal proceedings or prospective legal proceedings; (c) in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk; (d) to the purchaser or seller (or prospective purchaser or seller) of any business or asset which we are ( or are contemplating) purchasing or selling.

Cookies

We use cookies on the Site. A cookie is a text file sent by a web server to a web browser, and stored by the browser. The text file is then sent back to the server each time the browser requests a page from the server. This enables the web server to identify and track the web browser.

We will send to users of the Site a session cookie which may be stored by your browser on your computer’s hard drive. We may use the information we obtain from the cookie to improve the usability of the Site.

If you are a Reseller, we will send you a cookie that will enable the Site to recognise your computer when you visit.

Most browsers allow you to refuse to accept cookies. (For example, in Internet Explorer you can refuse all cookie by clicking “Tools”, “Internet Options”, “Privacy”, and selecting “Block all cookies” using the sliding selector.) This will, however, have a negative impact upon the usability of many websites, including this one.

International data transfers

Information that we collect may be stored and processed in and transferred between any of the countries in which we operate from time to time in order to enable us to use the information in accordance with this privacy policy. If you are in the European Union, information which you provide may be transferred to countries which do not have data protection laws equivalent to those in force in the European Union.

Your rights

You may instruct us to provide you with any personal information we hold about you. Provision of such information may be subject to the payment of a fee (currently fixed at £10.00). You may instruct us not to process your personal data for marketing purposes by contacting us at any time.

Security

We take care to protect your information. The transmission of sensitive information via the Site is encrypted using SSL (secure sockets layer) technology and storage of information is on secure servers.

Resellers are responsible for keeping their passwords confidential.

Access to information by our employees is password protected to ensure that only authorised employees can view personal or corporate data.

External links

The Site contains links to external websites. This privacy policy statement applies solely to information collected by the Site. We are not responsible for the privacy policies or practices of external websites.

PART 6: GENERAL TERMS

Definitions

In this Agreement “we” means Internet Trusted Limited, a company registered in England and Wales with registration number 06042474 having its registered office at Elsinore House, 43 Buckingham Street, Aylesbury, Buckinghamshire (and “us” and “our” shall be construed accordingly); and “you” means the relevant Site user, Seal of Approval user, Customer or Reseller as the case may be (and “your” shall be construed accordingly).

In this Agreement the following definitions apply:

“Agreement” means the combination of the Parts of these terms and conditions which are expressed to apply to you (including where applicable Approval Agreements and Reseller Agreements);

“Approval Agreement” means an agreement between us and a Customer relating to provision of an Audit (and where appropriate a Seal of Approval) as contemplated in Part 3;

“Approval Period” means the relevant period set out on the Site, during which a Seal of Approval will remain valid;

“Approved Website” means a website in respect of which we have awarded a current, valid Seal of Approval;

“Audit” means an audit of a Customer website that we conduct in accordance with Part 3;

“Audit Standards” means the standards which we use to assess whether a website should receive the Seal of Approval (as varied from time to time by us);

“Business Day” means any weekday other than a bank holiday in England;

“Customer” means a person who requests that we conduct an Audit of a website owned by that person (including both persons whose Audit applications are successful and persons whose Audit applications are unsuccessful);

“Customer Invoice” means a VAT invoice made out by us to a Customer (whether or not a Reseller Code was used in the relevant Audit application);

“Logo” means the logo or logos and related code used by us from time to time to indicate the award of a Seal of Approval;

“Reseller” means a reseller of our Seal of Approval appointed under a Reseller Agreement;

“Reseller Agreement” means an agreement between us and a Reseller relating to the resale of Audits as contemplated in Part 4;

“Reseller Code” means a unique code provided by us to a Reseller which the Reseller may use in relation to an Audit application on the Site;

“Reseller Invoice” means a self-billing VAT invoice created by us on behalf of a Reseller in relation to the award of a Seal of Approval giving rise to an obligation to pay the Reseller commission in accordance with Part 4;

“Seal of Approval” means the seal of approval service which we provide through the Site; and

“Site” means the website owned and operated by us and available at http://www.internettrust.org.

Interpretation

Headings do not affect the interpretation of this Agreement.

A reference in this Agreement to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

Warranties

To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) relating to this Agreement and our rights and obligations under this Agreement including without limitation all representations, warranties and conditions relating to the Site, Audits, the Seal of Approval, and/or the Logo.

We will use reasonable endeavours to try to ensure that the validation system for Seals of Approval remains operation during the Approval Period, but we cannot and do not undertake to maintain 24/7 availability.

You warrant to us that you have full authority, power and capacity to enter into this Agreement and that all necessary actions have been taken to enable you to lawfully enter into this Agreement.

Indemnity

You indemnify and will keep us fully and effectively indemnified on demand from and against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which we may suffer or incur, or which may be brought or established against us by any person, and which arise out of, or in relation to, or by reason of, any breach by you of any obligation under or term of the Agreement.

Limitations of liability

Nothing in this Agreement (including without limitation the paragraphs below) shall limit or exclude the liability of a party: (a) for death or personal injury caused by that party’s negligence; (b) under section 12 of the Sale of Goods Act 1979, section 2 of the Supply of Goods and Services Act 1982, or section 2(3) of the Consumer Protection Act 1987; (c) for fraud or fraudulent misrepresentation by that party; or (d) for any matter for which it would be illegal for to limit or exclude, or attempt to limit or exclude, liability.

We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement caused by events outside our reasonable control (including any loss of service from the Site host or any other third party internet service provider).

In relation to Customers only, our liability under or in connection with any Approval Agreement is strictly limited to the actual purchase price of the relevant Seal of Approval (or, where the Customer does not purchase a Seal of Approval, the price of a Seal of Approval at he date of the relevant Audit).

In relation to Resellers only, our liability under or in connection with any Reseller Agreement is strictly limited to total commission paid by us to the Reseller in the calendar year during which the event giving rise to the liability occurred.

In relation any person who is not a Customer or a Reseller, we will not be liable under or in relation to this Agreement for any indirect or direct loss, damage, expense or cost, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

Notices

A notice given under this Agreement to us shall be sent by email to admin@internettrust.org; a notice given under this Agreement to a Customer or Reseller shall be sent by email to the email address given by the Customer or Reseller upon registration, or such other email address as the Customer or Reseller notifies to us from time to time. A notice is deemed to have been received at the time of transmission (providing the sender retains documentary evidence of the transmission).

Assignment

You may not assign, charge, sub-contract or otherwise transfer this Agreement, or any of your rights or obligations arising under this Agreement. Any attempt by you to do so shall be null and void.

We may assign, charge, sub-contract or otherwise transfer this Agreement, or any of our rights or obligations arising under this Agreement, at any time.

Invalidity

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and such invalid or unenforceable provisions or portion thereof shall be deemed omitted.

Waiver

No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that term, provision or condition or any other term, provision or condition of this Agreement.

Third party rights

The Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under this Agreement is not subject to the consent of any person who is not a party to this Agreement.

Entire agreement

The Agreement contains the complete agreement between the parties with respect to the subject matter thereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.

Law and jurisdiction

Subject to any mandatory requirements of applicable law to the contrary, this Agreement will be governed by and interpreted in accordance with the laws of the England, and the English courts shall have exclusive jurisdiction with respect to any dispute arising under this Agreement.