Terms & Conditions
Propella is a subsidary of The Pay Index.
“Business Day” – means a day other than a Saturday, Sunday or public holiday when banks in London, UK are open for business.
“Intellectual Property Rights” – means all intellectual and industrial property rights of whatever nature (whether registered or not) and all applications for the same which may now or in the future subsist anywhere in the world, including the right to sue for and recover damages for past infringements comprised in or relating in any way to the software anywhere in the world and all rights pertaining thereto (including without limitation all code relating thereto), whether recorded or registered in any manner, or otherwise, including without prejudice to the foregoing generality, patents, trademarks, registered designs (including applications for any of the same), copyright, design, rights, semi-conductor topography rights, database and software rights, trade secrets, know-how, business names, trade names, brand names, domain names and all other legal rights anywhere in the world protecting such intangible property
“TPI Data” – means data that has been collected through a number of sources including: executive provided data; publicly reported data; and bought in data from 3rd party providers.
2. The Contract
6.1 you must ensure that your Individual Data is accurate, as the value of our service to you is dependent on the accuracy of all information submitted to us. Therefore, we ask that you keep your Individual Data up to date annually or more frequently when changes occur. We also reserve the right to not include some or all of your Individual Data for any reason.
6.2 You retain ownership of your Individual Data, and you grant us an irrevocable licence to incorporate, process, aggregate and analyse your Individual Data into our service, subject to our compliance with our obligations under these Terms.
6.3 We will only use your Individual Data to create and make available aggregated, statistical or other non-personal anonymised information. We will not allow our market information to disclose any information from which you might be identified as the source or the subject of any particular piece of information, and it will be stored and processed in a secure manner that ensures its anonymity.
6.4 We will use standard best practice measures to safeguard the confidentiality of your Individual Data, and shall comply with all applicable laws if and to the extent that it constitutes personal data, in particular, we shall use requisite safeguards to protect it from unauthorised or accidental access, destruction, corruption, disclosure or other adverse event.
7.1 Your Agreement may be terminated by either party without cause by giving at least fourteen (14) days’ written notice in advance of your renewal date.
7.2 If you terminate without cause, we cannot offer any refunds and you will continue to have access to your subscribed service for the remainder of your current subscription, whereupon the Agreement will end.
7.3 This Agreement may be terminated immediately by notice in writing:
7.3.1 by TPI if you fail to make a payment by the due date, and such payment has not been made by you following thirty (30) days written notice (which may be by email) of such failure given to you by TPI notwithstanding any other provisions for late payment in these Terms;
7.3.2 by either party if the other party is in material or continuing breach of any of its obligations under these Terms, and fails to remedy the same (if capable of remedy) for a period of thirty (30) days after written notice of the breach is received by one party from the other party; or
7.3.3 by either party if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order, or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or anything analogous to such event occurs in any applicable jurisdiction.
7.4 If TPI becomes entitled to terminate the Agreement for any reason, any undisputed sums then due to TPI will immediately become payable in full.
7.5 Any termination of the Agreement in accordance with Clause 11 of these Terms will be without prejudice to any other rights or remedies of either party under the Agreement and/or these Terms or at law and will not affect any accrued rights or liabilities of either party at the date of termination.
8. TPI Information
8.1 Our content is based on information that we have obtained from numerous sources. While we use reasonable endeavours to collate that information correctly, we cannot either verify or guarantee its accuracy. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of our content.
8.2 Although we make reasonable efforts to update our content and information in so far as is permitted by applicable laws, we make no representations, warranties or guarantees, whether express or implied, that our content is accurate, complete or up to date, that it will meet your requirements, that it will not infringe the rights of third party users or that it will be compatible with all software and hardware.
8.3 Where we provide links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them and we neither assume nor accept responsibility or liability for the content of third party sites.
10.1 We acknowledge that any information about you that you provide to us is confidential information (“Confidential Information”). We shall ensure that our employees:
- take all reasonable actions necessary and appropriate to preserve the confidentiality of and prevent the disclosure of your Confidential Information;
- not show or otherwise make available any of your Confidential Information to any individual, other than those individuals working for TPI with a legitimate business reason to know such information to perform their duties or supervisory, compliance and risk management responsibilities, auditors or legal counsel; and
- not use any of your Confidential Information other than as permitted in these Terms.
10.2 The obligation of confidentiality described above shall not apply to information that:
a. has been voluntarily disclosed to the public by you;
b. entered the public domain; or
c.was known by us prior to its receipt from you.
10.3 This Clause 14 shall continue to apply after the termination of your Agreement without a limit of time.
11. Intellectual Property“
11.1 THE PAY INDEX” is our trade mark. You are not permitted to use those marks without our approval, unless they are part of material you are using as permitted under Clause 4 above.
11.2 You acknowledges that all Intellectual Property Rights belong to TPI and that the only reason the you are provided with access to and use of the Intellectual Property Rights is to enable you to use our services in accordance with your Agreement.
11.3 The Intellectual Property Rights in any bespoke products provided or services provided to you by TPI shall, on creation of the rights, vest in TPI. You assign (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to TPI.
11.4 You shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing that TPI may consider necessary or desirable to perfect the right, title and interest of TPI in and to the Intellectual Property Rights in the bespoke product or software.
11.5 You shall procure the irrevocable waiver of all moral rights in the documentation relating to the bespoke product or software, and the modified software, to the extent permitted by law.
11.6 You covenant to TPI that you will not use the Intellectual Property Rights for any purposes other than those set out in these Terms, and that the Intellectual Property Rights in any development or other improvement enhancement, or any other alteration to the code comprised in the Intellectual Property Rights will be the property of TPI. You will do nothing (nor omit to do anything) which may compromise, qualify or detrimentally affect in any way the Intellectual Property Rights or TPI’s title to it.
12. Damages and Limitation of Liability
12.1 As stated above at Clause 8 of these Terms, the information provided by TPI is for the purposes of interest and information only, you are advised not to rely on it. The following provisions are therefore considered reasonable and if you do not wish to agree to them, please do not use the subscribed services. These provisions apply to loss or damage howsoever arising, whether foreseeable or otherwise, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
12.2 We do not exclude or limit in any way our liability to you to the extent that it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. Subject to these exceptions:
a) OUR LIABILITY IN RESPECT OF ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, SPECIAL OR EXEMPLARY LOSS OR DAMAGE IS EXCLUDED ENTIRELY.
b) OUR LIABILITY IN RESPECT OF ANY LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS OR OTHER FINANCIAL LOSS IS EXCLUDED ENTIRELY.
c) OUR LIABILITY IN RESPECT OF ANY LOSS OR DAMAGE TO GOODWILL OR REPUTATION IS EXCLUDED ENTIRELY.
d) OUR LIABILITY IN RESPECT OF PAID-FOR CONTENT SERVICE RECIPIENTS IS LIMITED TO A SUM EQUIVALENT TO THE SUBSCRIPTION PAID FOR THAT SERVICE DURING THE 12 MONTH PERIOD IN WHICH THE RELEVANT LOSS CAUSING EVENT AROSE. OTHERWISE, OUR LIABILITY IN RESPECT OF YOUR USE OF OR INABILITY TO USE THE PAY INDEX IS EXCLUDED ENTIRELY.
e) OUR LIABILITY TO THIRD PARTIES IN RELATION TO YOUR USE OF THE PAY INDEX IS EXCLUDED ENTIRELY.
f) ALL CONDITIONS, WARRANTIES, REPRESENTATIONS, GUARANTEES RELATING TO THE PAY INDEX, WHETHER EXPRESS OR IMPLIED, ARE EXCLUDED ENTIRELY TO THE EXTENT THAT IT IS LAWFUL FOR THEM TO BE SO EXCLUDED.
g) IF ANY OF THE ABOVE PROVISIONS ARE FOUND TO BE ILLEGAL, INVALID OR UNENFORCEABLE, THE PROVISION(S) SO FOUND TO BE ILLEGAL, INVALID OR UNENFORCEABLE WILL BE DEEMED DELETED FROM THESE TERMS, AND THE REMAINDER OF THESE TERMS SHALL CONTINUE TO APPLY IN FULL.
13. Amendments to the Terms and Conditions
We may amend these Terms from time to time and shall communicate any material changes to you in writing within a reasonable amount of time before such changes are implemented. Please ensure that you read and understand our Terms before you continue to use our service.
14. Force Majeure
Neither party will be liable for any failure or delay in performing their obligations pursuant to the Agreement where that failure or delay results from any cause that is beyond their reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, hacker(s) attack or unlawful or unauthorised interference by a third party with the provision of our services, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), act of governmental or public authority, epidemic or pandemic or other natural disaster, or any other event that is beyond our reasonable control.
15. Server Maintenance / Downtime
We reserve the right to carry out any necessary maintenance checks to TPI server from time to time which may prevent access to TPI site. All users shall be given reasonable prior notification of any scheduled maintenance or downtime.
16.1 You have no right to make, or authorise the making of, any other copies of the TPI licensed software.
16.2 TPI shall at all times own all copies of all or any part of the licensed software.
16.3 You shall not:
16.3.1 sub-license, rent, lend, assign or transfer in any other way the licence or the licensed software to any person without the prior written consent of TPI; or
16.3.2 give access to the licensed software through any network of computers to other users.
No failure or delay by us in exercising any of our rights under the Agreement and/or these Terms means that we have waived that right, and no waiver by us of a breach of any provision of the Agreement and/or these Terms means that we will waive any subsequent breach of the same or any other provision.
You may not assign your obligations and rights under the Agreement and these Terms to a third party without our prior written consent, which will not be unreasonably withheld. If this occurs, our rights under the Agreement and these Terms will not be affected and your obligations under the Agreement and these Terms will be deemed to be transferred to the third party who will remain bound by them.
If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
20. Third Parties
The Agreement for services is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms. For the purposes of the Contracts (Rights of Third Parties) Act 1999 a person who is not a party to the Agreement has no right to benefit under or to enforce any term of the Agreement.
All notices which are required to be given hereunder shall be in writing and shall be sent to the TPI registered office. Any such notice may be delivered by first class prepaid post, or electronic mail and shall be deemed to have been served if by first class post forty-eight (48) hours after and if by electronic mail when dispatched.
22. Governing Law
These Terms and the Agreement, are governed by, and construed in accordance with English law, and you and we both agree and acknowledge that the courts of England and Wales will have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with these Terms and the Agreement (including any non-contractual disputes or claims.