Terms and Conditions

MiExact Terms & Conditions 2023

These are the Terms and Conditions upon which we provide MiExact the "Website", produced by MiExact Ltd (MiExact). This is a legal agreement (the "Agreement") between MiExact and you (the "Licensee"). Any paid service(s) MiExact will provide for the Licensee are set forth in the Order Form (the "Order") which together with these terms form the Agreement. By accessing the Website(s), you agree to these terms and conditions. If you do not agree to these terms and conditions, you should not use the Website(s). If you have any questions please contact enquiries@miexact.com. We recommend that you print a copy of these terms and conditions for your records. From time to time MiExact may modify the terms and conditions. Accordingly, please continue to review the terms and conditions whenever accessing or using the Website(s). You acknowledge that your continuous use means you accept the revised terms and conditions. MiExact hereby grants the Licensee a limited, non-exclusive, non-transferable license (the "License") to allow its users to access the Website(s). You may only use the Website(s) in accordance with the terms outlined below.

1. Use of the Website

1.1 Licensees may use the Website(s) for the purposes of research, strategic planning and business development. For the avoidance of doubt this right is limited to users on a non-systematic basis and shall not entitle Licensees to develop an archive of data or a database. Where extracts of data or information are quoted or used to create supporting graphs or tables for internal or external use the Licensee agrees to name the Website(s) as the source. Under no circumstances can any of the Website(s) content be resold or integrated with any of the Licensee’s product offering.

1.2 MiExact will allocate the Licensee with an agreed number of usernames and passwords for use by the named Licensee and named individuals only.

1.3 All data, individual articles, reports and other elements making up the Website(s) may be copyright works or protected by database rights. The Licensee agrees to abide by all additional copyright and database right notices or restrictions contained on the Website(s) and particular attention is drawn to the Wilmington Group Legal Copyright Notice which can be found here http://www.wilmington.co.uk/legal-copyright-notice.

1.4 MiExact uses all reasonable endeavours to ensure the security of the systems on which the personal data is stored and may be processed. Licensees who are issued a username and password have responsibility to ensure that these details are kept confidential and are not used by any unauthorised third party.

1.5 Licensees are not permitted to share the user License or any of the Website(s) contents with any other division of the company, its subsidiaries, related companies or other separate entities or individuals without purchasing further licenses at the standard rates.

1.6 The Licensee agrees to ensure that all users of the Website(s) are aware of the terms of this Agreement and to notify MiExact in writing promptly upon becoming aware of any unauthorised access to or use of the Website(s) by any party.

1.7 MiExact may cancel or suspend access to the Website(s) without notice if it suspects that licences are being shared and reserves the right to invoice you for additional licences in this event.

1.8 MiExact may have to suspend the website from time to time to carry out maintenance and to make upgrades. MiExact will wherever possible give Licensees reasonable notice of such times in order to minimise disruption.

1.9 The Website(s) are intended for individual use, and the use of automated software or programs (colloquially referred to as 'web crawlers' or 'robots') to access the Website(s) and download large amounts of data is expressly prohibited. The Licensee acknowledges this as a condition of access, and undertakes not to employ such technology to access the Website(s). Use of such software constitutes grounds for MiExact to deny access to the Website(s).

2. Website data and content

2.1 MiExact reserves the right to monitor Licensee’s usage of the Website(s) during the term of this Agreement. A small number of dummy entries may be included within the Website(s) data and content to assist MiExact to monitor such usage.

2.2 Whilst every effort is made by MiExact to supply accurate information, we cannot guarantee the accuracy of the Website(s) data and content nor accept any liability for consequential loss in the event of any inaccuracy.

2.3 MiExact will wherever possible, assist the Licensee to ensure that the data can be used in any ways that are appropriate. Any additional work by MiExact to adapt the information to special requirements may incur additional charges.

2.4 All data received by the Licensee under this License Agreement should be checked carefully before it is used to ensure that it is as requested

3. Intellectual Property and Database Rights

3.1 All rights to the data and content within the Website(s) remain with MiExact. 3.2 Other than as expressly granted under this Agreement, the Licensee shall ensure that its users do not copy, reproduce, recompile, decompile, disassemble, reverse-engineer, distribute, publish, display, perform, modify, upload to create derivative works form, transmit, communicate or in any other way exploit any part of the Website(s) and or its content. 3.3 MiExact reserves complete editorial freedom in the form and content of the Website(s) and may add to, remove, change or edit content at any time and at its sole discretion, with or without notice. 3.4 Nothing in the Agreement shall constitute a sale of the Website(s) content or data and except as expressly provided in the Agreement no rights, licenses, express or implied, are granted to the Licensee or its users in respect of the Website(s) content and data. MiExact is throughout the world the owner of all Intellectual Property and Database rights subsisting in the Website(s) content and data. Nothing herein contained shall be construed so as to transfer any Intellectual Property or database rights whatsoever to the Licensee or its users.

4. Use of Website(s) name, Trademarks and Logos

4.1 The Licensee shall not use the name, trademarks or logos of the Website(s) in promotional materials, publicity materials, advertising or any other similar publications or communications, whether written or oral, without the prior permission of MiExact.

5. Disclaimer

5.1 The material and information published on the Website(s), and on all other websites of MiExact are provided on an "as is" basis without warranty of any kind, either expressed or implied. MiExact does not guarantee the accuracy or integrity of the material or information nor its suitability for any particular purpose. To the extent permitted by law, MiExact excludes any liability whether in contract, tort (negligence) or otherwise for any incorrect or misleading information on the Website(s).

5.2 Errors can occur and MiExact offers no assurance that they will be corrected. No liability will be accepted in respect of service interruptions, nor in the event of any Viruses, Worms, Trojan Horses and other harmful components being present in or transmitted by Wilmington Group systems and networks.

5.3 MiExact does not accept any liability for any loss of data or software, revenue, business, profits cost or expense, or any direct, indirect, incidental or consequential loss or damage arising out of or in connection with the use of, or the lack of availability of the Website(s) or their content and/or in connection with any permission, right or license to use the material.

5.4 It is the Licensee’s responsibility to assess the value of the information and material on the Website(s) in the light of your own business and personal circumstances. Website(s) content remains journalistic opinion and does not constitute legal, financial or professional advice, and may not represent the views of MiExact, its directors, employees or agents. Wilmington Group attributes any non-Wilmington Group material in good faith; however, it is your responsibility to check the attribution and rights in respect of Wilmington and non-Wilmington Group material and obtain any necessary rights in respect of reproduction of any non-Wilmington Group material.

5.5 Subject to Clause

5.6, in the event that the MiExact is held liable, the total liability of MiExact (whether in contract, tort, negligence or otherwise) in respect of any loss or damage arising out of or in connection with the Website(s) shall be limited to £1000 for any one incident or series of incidents. This clause does not affect your statutory rights as a consumer. This section survives termination of this Agreement for any reason.

5.6 Nothing in this clause 5 shall exclude MiExact’s liability to you for fraudulent misrepresentation by MiExact or the death or personal injury resulting from its negligence or that of its employees.

6. Term and Termination

6.1 Each paid License is purchased for a period of 12 months or an agreed lifespan as detailed on the Order. On completion of the initial and subsequent 12 months subscription periods, the License will be renewed for a further period of twelve months at the then current subscription price. MiExact will give the Licensee notification of the impending renewal in writing at least 30 days prior to the renewal date. The Licensee may cancel its License prior to the renewal date however will not be eligible for a full or part refund

6.2 Upon termination or expiry of this Agreement the Licensee’s rights to access the Website(s) shall immediately cease. The Licensee must delete all copies of the Website(s) content and data or any files downloaded during the license term. It is the Licensee’s responsibility to ensure that any data extracted from the Website(s) during the License term is able to be removed from their information systems.

6.3 MiExact reserves the right to audit the Licensee’s databases and information systems after the expiry of this Agreement in the event that they have reason to suspect that the client has not complied with clause 6.2.

7. Confidentiality

7.1 The Licensee agrees that the Website(s) supplied by MiExact is confidential and is supplied for the Licensee’s own internal use only. The parties to the Agreement and any authorized third parties shall maintain as confidential the terms of the Agreement, including but not limited to, the Website(s) described, the fees charged by MiExact to the Licensee and any usernames or passwords issued to the Licensee under the Agreement. MiExact will not disclose to any third party the fact that the Licensee is a subscriber to the Website(s), or any details concerning the service supplied, without the prior written agreement of the Licensee.

8. General Provisions

8.1 No waiver by MiExact of any breach of any obligation arising under this Agreement shall constitute a waiver of any other breach and no failure to exercise or partial exercise by MiExact of any remedy shall constitute a waiver of the right subsequently to exercise that or any other remedy.

8.2 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid unlawful or unenforceable for any reason then such part will be severed from the remainder of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.

8.3 This Agreement in conjunction with any Order constitutes the entire Agreement between MiExact and you. All prior Agreements understandings and negotiations and representations (save for fraudulent misrepresentation) whether oral or in writing are cancelled in their entirety. The terms of any other electronic communications will not form part of this Agreement.

8.4 This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

8.5 MiExact may at any time assign all or part of its rights and benefits under this Agreement to any other party.

GDPR

This clause sets out the responsibilities of MiExact Ltd (MiExact), and the Customer in relation to the General Data Protection Regulation and any other applicable data protection law (Data Protection Law). Any terms or words defined in Data Protection Law and used in this clause relating to personal data shall have the meaning set out in Data Protection Law. Where MiExact processes any personal data in relation to services or products covered by these Terms and Conditions, it does so as a data controller on its own behalf (including in order to comply with its obligations and exercise its rights under this agreement), and shall comply with Data Protection Law in respect of such processing. Where the Customer provides any personal data in relation to this agreement, it warrants that it does so in compliance with Data Protection Law and that MiExact may, under Data Protection Law, process such data as required or anticipated by this agreement, and the Customer shall be responsible for any costs, losses or expenses MiExact incurs or suffers as a result of breach of such warranty.

With reference to personal information such as executor information provided in our notifications, we process all personal data when it is in our, and our clients’, legitimate interests to do so, and when these interests are not overridden by applicable individuals’ data protection rights. Please note that, if your charity receives notifications detailing bequests left to another charity, you should not seek to contact the executors of these wills.

By booking a delegate place at a MiExact event and providing contact details, or other personal data in relation to attendees at a sponsored event, you authorise MiExact to share this information with sponsors and other commercial partners involved in the event, in order for them to operate the event, send direct marketing to those attendees, and as otherwise required by them. These organisations are acting as data controllers in their own right, and you should refer to their own privacy policies if you have any questions or concerns over their use of such information. MiExact is not responsible for, and shall not be liable in any way in respect of, such third parties’ use of personal data. Please e-mail enquiries@miexact.com if you do not wish to receive information from our commercial partners.