1. Who's who
- "Adept", "we", "us": Adept Data Services Ltd, a company registered in England and Wales with number 13683172, whose office is at Suites 6 & 7, 27-28 Windmill Street, Gravesend, Kent, DA12 1AS.
- "the Client", "you": the business or person buying services from us, as named in the Contract.
- "the Contract": the written agreement, order form or signed proposal for a particular piece of work or service, together with these terms.
- "the Software": our publishing software, including Avio and Adeptis, and anything we build on or around it.
- "the Services": whatever we've agreed to provide under the Contract. That may be access to the Software, bureau services (such as subscription and circulation management, audit preparation or digital editions), development work, data migration, support, or a mix.
- "Client Data": the data you, or your readers and customers, put into the Software or give us to work on.
2. How work is agreed
By placing an order or signing a Contract with us, you agree to these terms. Any change to them has to be agreed in writing (email is fine) by both of us.
We start work once we have a Contract signed by a director, owner or other suitably authorised senior person. Email or post are both fine.
If we agree to take a verbal instruction for new work, or for additions to existing work, we'll confirm the details by email before we start. Please tell us straight away if anything in that email is wrong. If we don't hear back, we'll treat it as agreed.
3. What we do, and what we need from you
We provide the Services with reasonable skill and care, using suitably experienced people, as described in the Contract.
You agree to give us, as soon as reasonably possible, the information, data, materials, access and decisions we need to do the work. If those arrive late, deadlines move with them, and extra time may be chargeable.
Anything beyond the original brief is carried out at our discretion. Even where a fixed fee or a specific rate has been agreed for a project, we may charge for additions at our standard rates. We'll always tell you before we do.
Please test new work, reports, data migrations and changes before you rely on them in live use. If you find a problem after something goes live, tell us and we'll put it right within the scope of what was agreed.
You're responsible for the accuracy of the data and instructions you give us, and for having the right to give them to us. That includes making sure you have permission to use any copyright material you supply.
4. Using the Software
Where the Contract gives you access to the Software, you get a non-exclusive, non-transferable right to use it for your own business, for the term of the Contract, for the users and titles set out in it.
Please keep logins secret and don't share them. Each user should have their own account, and two-factor login should stay switched on. Tell us promptly if you think an account has been misused.
Don't try to copy, resell, reverse engineer or get around the security of the Software, or use it for anything unlawful.
We work hard to keep the Software available, fast and secure, and we look after it with regular updates. We can't promise it will never be unavailable or never contain an error. Planned maintenance will be at quiet times where we can manage it, and we'll fix faults within a reasonable time.
5. Your data and data protection
Client Data belongs to you. We only use it to provide the Services to you, and we'll give you a copy in a standard format (such as CSV) if you ask, including when the Contract ends.
When we process personal data on your behalf, you're the data controller and we're your data processor under the UK GDPR and the Data Protection Act 2018. In that case we will:
- only process it on your documented instructions, including these terms and the Contract;
- make sure everyone who handles it is bound by confidentiality;
- keep it secure with appropriate technical and organisational measures. We're Cyber Essentials certified;
- only use sub-processors (such as hosting and email delivery providers) under written terms that protect the data in the same way, and tell you about any changes to them;
- help you respond to requests from people exercising their data protection rights, and with security, breach notification and impact assessments, as far as is reasonable;
- tell you without undue delay if we become aware of a personal data breach affecting your data;
- delete or return the data when the Services end, unless the law requires us to keep it;
- give you the information you reasonably need to show these obligations are being met, and allow for reasonable audits.
You're responsible for having a lawful basis for the personal data you ask us to process, and for the instructions you give us about it. Our privacy notice explains how we handle personal data as a data controller, for example when you contact us.
6. Confidentiality
We'll each keep the other's confidential information private and only use it for the purposes of the Contract. That doesn't cover information that's already public (not through a breach of this clause), or that one of us has to disclose by law.
7. Who owns what
We own the Software, including Avio and Adeptis, and all the intellectual property in it: the code, designs, interfaces, reports, documentation and anything we develop on or around it, including changes made at your request. That's what lets us keep improving it for everyone.
Where the Contract says you'll own a specific deliverable (for example a bespoke document or design), ownership passes to you once that work has been paid for in full. It doesn't include our underlying software, tools or know-how, or anything owned by third parties.
Third-party software, fonts, photographs and other materials remain the property of their owners and are used under their own licences.
8. Paying for the Services
For new project work we usually ask for a deposit before we start, normally 50% of the quoted price. The Contract will confirm the amount.
Our invoices are payable within 14 days of the invoice date unless the Contract says otherwise. Subscription and support fees are invoiced in advance, as set out in the Contract. Where stage payments are agreed, they're due on the agreed dates even if an invoice hasn't arrived. All prices are plus VAT.
If payments are late, we may pause work or suspend access to the Software until the account is up to date, after giving you written notice and a reasonable chance to pay. We may charge interest on overdue amounts at 3% above the Bank of England base rate, and recover reasonable costs of collecting the debt.
Fees for ongoing services may be reviewed once a year. We'll give you at least 60 days' written notice of any change.
9. Liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that can't be limited by law.
Otherwise, neither of us is liable to the other for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss.
Our total liability under or in connection with a Contract, whether in contract, negligence or otherwise, is limited to the fees you've paid us under that Contract in the 12 months before the event that caused the claim.
We're not responsible for problems caused by things outside our reasonable control, by work or systems provided by you or by third parties that connect to ours, or by instructions or data you've given us.
10. How long Contracts last, and ending them
Once a specific project has started, it can't be cancelled unless the Contract allows it, and you remain responsible for its cost. If less than half of the work has been done, we'll consider, and not unreasonably refuse, a request to reduce the price.
Ongoing services (software subscriptions, bureau services and support) can be ended by either of us with at least three months' written notice. Unless the Contract says otherwise, the notice can't take effect before the first anniversary of the Contract.
Either of us can end a Contract straight away by written notice if the other seriously breaches it and doesn't put it right within 30 days of being asked, or becomes insolvent.
When a Contract ends, you pay for the Services provided up to the end date, and we'll help you take your data with you (see section 5). Reasonable help with a handover beyond providing your data is chargeable at our standard rates.
11. Complaints
Informally. If something isn't right, tell us by email to [email protected] or by phone, with enough detail for us to find the problem. We'll get the right person on it and aim to put it right quickly.
Formally. If the matter is too serious to deal with informally, or you're not happy with the outcome, write to our Managing Director at the address above or by email. We'll acknowledge it and give you an initial response within seven days, and aim to complete a full response within 30 days, putting any remedy in place with the minimum of delay.
12. Everything else
Change of ownership. If Adept changes ownership, the new owners would be expected to honour existing Contracts. If your business changes ownership, please tell us. We'll continue the Contract once we've received full details of the new owners and confirmed in writing.
Subcontractors. We may use subcontractors and suppliers to help provide the Services. We remain responsible for their work.
Events beyond our control. Neither of us is responsible for delays caused by events outside our reasonable control, as long as we tell the other promptly and do what we reasonably can to limit the effect.
Notices. Formal notices should be in writing to the addresses in the Contract. Email counts as writing.
Whole agreement. The Contract and these terms are the whole agreement between us about the Services. If the Contract and these terms disagree, the Contract wins.
Law. These terms and any Contract are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.