These Terms of Service (together with the documents referred to in it) tell you the terms on which you may make use of the services set out on the Order Form (the "Services"), as well as all software and data made available to you in connection with the Services ("Software").
Please read these Terms of Service carefully before you start to use the Services.
Other applicable terms
These Terms of Service refer to the following additional documents, which also apply to your use of the Services:
- The Specific Instructions, which set out your website ("Website") and the instructions about how to process and anonymize measurements received from your Website.
- The Order Form(s) which you have signed.
- The Baseline Services Schedule
Deliberate Digital Limited trading as Blockmetry ("Blockmetry", "us", "our" or "we") is the provider of the Services. We are registered in England and Wales under company number 09866199 and have our registered office at Building 18, Gateway 1000, Whittle Way, Arlington Business Park, Stevenage, Hertfordshire, SG1 2FP. Our VAT number is GB226430139. You are the Customer whose details are set out on the Order Form. By signing the Order Form, you agree to the terms in these Terms of Service.
2. Description of the Services
Blockmetry is a web analytics tool that measures your website traffic data without tracking individuals, to enable you to anonymize the data you collect from users of your Website ("User Data"). By completing the online Specific Instructions and providing details of your Website URLs ("Web Pages"), you will provide Blockmetry with instructions on how to tailor the anonymization process for your website in order to provide you with the Baseline Services. The Specific Instructions will constitute an appendix to this Agreement. The Specific Instructions may be updated by you at any time by you contacting Blockmetry at email@example.com. A full description of the Blockmetry Service is set out in the Baseline Services Schedule.
You will be required to set up and host a database according to the schema provided by Blockmetry ("Data Store") within your organisation's IT infrastructure. to which Blockmetry will be granted access. Blockmetry's Baseline Services consist of configuring the Data Store and installing software ("Software"), the goal of which is to anonymize such User Data so that it cannot be used to identify your users individually.
All data in the Data Store will belong to you and you will be the data controller for the purposes of the UK Data Protection Act (1998) and the EU General Data Protection Regulation 2016/679 (together, the "Privacy Rules"). Blockmetry will not be able to access or read the User Data unless you give us permission to do so for a specific purpose (such as debugging).
3. Your Order
The Order Form sets out the type of Services you have agreed to purchase from us, which may include Baseline Services, Professional Services and Support Services (which together shall be described as "the Services") for a specified number of measurements. You may purchase Services for more measurements by notifying us on firstname.lastname@example.org and paying additional fees. If we have agreed a free Trial Period, we will invoice you for the Fees at the end of the Trial Period.
4. Rights we grant you
We grant you a non-exclusive, non-transferable, revocable right to make use of the Services and to use the Software, solely for your internal business operations and in accordance with these Terms of Service.
This licence shall remain in effect for any Trial Period and the Initial Term stated on the Order Form and thereafter will renew automatically for further periods of 12 months ("Renewal Terms") until terminated by either party with one month’s notice to end at the end of the Initial Term or a Renewal Term (see clause 13 for information about termination).
You promise and agree that you will only make use of the Services and the Software within the scope of this licence and limits, terms and conditions set out in these Terms of Service, and that you will not redistribute or transfer the Services or the Software or any part of them.
You acknowledge that all intellectual property rights in the Services and the Software anywhere in the world belong to us or our licensors (even after installation onto a computer owned by you or integration into your system), and that you have no rights in or to the Services or the Software other than the right to use each of them in accordance with the terms of these Terms of Service.
In the event that you breach the terms of the licence granted to you herein and such breach results in the creation of derivative works of the Services and/or the Software ("Improvements"), you hereby assign with full title guarantee all such Improvements to us. Such assignment does not preclude us from taking any legal or other action against you for contravention of these terms and conditions, including for infringement of our intellectual property rights.
From time to time, we may introduce new services, improvements, features or functionality to the Services. These Terms of Service will apply to such new services, improvements, features or functionality, unless they come with separate or additional terms or fees, in which case you will be required to agree to such separate or additional terms or fees before being permitted to use the new services, improvements, features or functionality.
We undertake that the Services will be performed substantially in accordance with the Baseline Services Schedule and with reasonable skill and care. This undertaking shall not apply to the extent of any non-conformance which is caused by your use of the Services contrary to our instructions or these Terms of Service, or any alteration or modification made to the Services or the software used in the provision of the Services by a third party who is not authorised by us. You understand and agree that we have no obligation to modify software to support your use of the Services.
We do not warrant that:
- the Software or the Services will succeed in anonymizing every piece of data or analytics that you collect through your Website
- the Services will protect your Website or your User Data from de-anonymization attacks from any source
- your User Data will be 100% anonymous even after Blockmetry has implemented the Software
We will not be liable to you for our failure to anonymize all your User Data or for any claims from your users that their Personal Data (as defined in the Privacy Rules) has been collected or processed unlawfully by you, as the data controller.
6. Accessing the Services
Within 2 working days of you signing the Order Form or such time as otherwise agreed, we will send you the measurement code you need to install on your website, with instructions about how to do so, and the schema for the Data Store. You will grant write-only access to Blockmetry and give us any access credentials required to access the Data Store. In the event that you give Blockmetry permission to edit the Data Store, Blockmetry will be responsible for any use of your Data Store with our account details and for protecting our account details from unauthorised use. Blockmetry is also responsible for the security of any computer from which we sign in to our account. We shall ensure that each Blockmetry user shall keep his or her account credentials confidential.
Provided you have completed the Specific Instructions form correctly and in sufficient detail, we will extract and anonymize new measurements processed by Blockmetry within the timeframe set out in the Baseline Services Schedule, configure your Data Store in accordance with the Specific Instructions and notify you as soon as this is completed.
From time to time, new or updated measurement code will be required to be installed on your website to benefit from the full value of the Blockmetry service or any improvements or updates. You will be required to install these on your website in the same manner as with the initial measurement code, with full instructions from Blockmetry.
7. Using the Services
- Provide us with all necessary cooperation in relation to this Agreement and all necessary access to information that we require to deliver the Services;
- Provide us with correct and accurate information in the Specific Instructions to enable us to perform the Services
- Build and configure the Data Store in accordance with our schema and grant us access to it.
- Be responsible for the security of the Data Store and ensure that only authorised users shall be granted access to view the data and download reports from it.
- Comply with all applicable laws and regulations with respect to your activities under this Agreement;
- Obtain and maintain all necessary licences, consents and permissions necessary for you, your contractors and agents to perform their obligations and exercise their rights under this Agreement, including, without limitation, to use the Services;
- Ensure that the Data Store, your network and your systems comply with the relevant specifications provided by us from time to time;
- Be solely responsible for procuring and maintaining your network connections and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or caused by the internet.
- Be solely responsible for any content and other material that you submit, publish, transmit or display on your Website and Web Pages or collect in your databases.
You must not use the Services for any commercial use (other than for internal use within your business), and you must not redistribute or transfer the Services to any third party or make any part of the Services or Software available to be accessed, in whole or in part, by any third party.
The licence granted to you to install and make use of the Services and the Software does not permit you to, and you shall not do nor permit any third party to embed our Services or Software into any product of yours or any third party.
You agree to pay us fees for the Services specified on the Order Form or that you otherwise add to your account (“Fees”) (which do not include VAT). You will provide us with valid, up-to-date and complete approved purchase order information and any other relevant contact and billing details. We will invoice you on the Commencement Date and thereafter annually and you will pay each invoice within 30 days after the date of such invoice.
If we have not received your payment by the due date, we may stop providing the Services, disable your account and charge you interest at the rate of 4% over the prevailing base rate of the Bank of England, starting from the due date and continuing until fully paid.
We may increase the Fees at the start of each Renewal Term on 30 days’ notice to you. If you do not agree to the fee increase, you may terminate your agreement by giving one month’s notice to us before the end of the Initial Term or the Renewal Period.
9. Rights you give us
We claim no intellectual property rights in and to your applications, project or any material you provide or otherwise give us access to us via the Service. Once Blockmetry has configured your Data Store and installed the Software, you retain all right title and interest (including any intellectual property rights) in and to the data written in your Data Store.
However, to enable your use of the Services, we do need to copy and store the data about your Website(s) and Web Pages, including all data concerning the measurement codes, HTTP headers and the IP addresses ("Website Data"), to our local servers in order to perform the anonymization process and configure the Data Store. This information is deleted from our local servers as soon as the anonymization process is completed by Blockmetry and the anonymized data is transmitted back to your Data Store. For these purposes, we require, and you hereby grant us, a worldwide, non-exclusive, royalty free licence to store, use, reproduce, display and transmit the Website Data to the extent necessary to enable your use of the Services, including monitoring services. This licence shall remain in effect for the duration of the Initial Term and any Renewal Term.
In addition to the rights granted to us above, we also require, and you hereby grant to us, a licence to store, use, reproduce, display and transmit the Website Data for analytical purposes (for example, operational and processing logs) and to improve our Services. This licence shall remain in effect unless and until you email us at email@example.com and expressly ask us to delete such data from our database. For the avoidance of doubt, this licence will not end upon termination of these Terms of Service.
Blockmetry will implement reasonable technical and physical safeguards to protect your confidential information and data, including ensuring that all endpoints are encrypted for the transmission of measurements. You understand that the operation of the Services, including URLs, may be unencrypted in parts and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of your data. Blockmetry does not guarantee that the Service is or will remain secure or that access to the Service will be uninterrupted.
11. Limitation of Liability
In the event that a fault or bug is found in the Software, Blockmetry’s liability to you shall be limited to performing a fix of the Software code and extending the Initial Term of this agreement at its discretion, or if Blockmetry is unable to fix it, offering a partial or complete refund and termination of this agreement at Blockmetry's discretion.
You agree to the following limitations on our liability to each other:
- Exclusion of certain losses: We shall not be liable to each other for any loss of profits, business, anticipated savings, goodwill or business opportunity, business interruption, loss or corruption of data or information, or for any special, indirect or consequential loss or damage, howsoever arising under these Terms of Service; and
- Cap on liability: Our maximum aggregate liability to each other in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms of Service shall be limited to the total amount paid to us in the 12 month period preceding the date on which the claim arose.
Further, due to the nature of the Services, we do not take responsibility for any damage caused by errors or omissions in any content or omissions in any information, instructions or scripts provided by you to us in connection with the Services, or any action taken by us (or not taken by us) at your direction.
Nothing in these Terms of Service shall exclude either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by law.
All warranties, conditions, representations or other terms implied by statute or common law in relation to the Services and the Software provided by us are excluded to the fullest extent permitted by law.
Subject to the cap on liability in clause 11 above, you will defend, indemnify and hold harmless Blockmetry against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services or Software in breach of these Terms of Service or other agreements referred to in these Terms of Service.
Subject to the cap on liability in clause 11 above, Blockmetry will defend, indemnify and hold you harmless against claims, actions, proceedings, losses, damages and costs arising out of any claim made against you by a third party alleging infringement of their intellectual property rights through or in connection with your use of the Services or Software as long as:
- You give us prompt notice of any claim;
- You provide us reasonable cooperation in the defence and settlement of such claim, at our expense; and
- You give us sole authority to defend or settle the claim.
In the defence or settlement of any such claim, we may procure the right for you to continue using the Services and the Software, replace or modify the Services and/or Software so that they become non-infringing or terminate this agreement on two days’ notice to you without any additional liability or obligation to pay you damages or other additional costs.
This clause 12 sets out your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any third party intellectual property rights.
You may terminate these Terms of Service by notifying us at least 10 days before the end of the Trial Period or by giving one month’s notice before the end of the Initial Term or any Renewal Term (as applicable) via email to firstname.lastname@example.org and ceasing all use of the Services and Software. If you do not notify us that you wish to terminate by the end of the Trial Period, and you continue to use the Services, the Initial Term shall be deemed to have commenced.
We may terminate these Terms of Service with you immediately, without notice, in the event you commit a material or persistent breach of these Terms of Service, the Services are discontinued, we lose the right to provide you with the Services, or where the provision of the Services becomes unlawful.
- all rights granted to you under these Terms of Service, including the licence in clause 4, shall cease;
- you must cease all activities authorised by these Terms of Service, including use of the Services and Software;
- all fees payable to us under these Terms of Service shall become due and shall be billed immediately, despite any other provision; and
- you must immediately uninstall, delete or remove from all computer equipment in your possession or control, and destroy or return to us all copies of, any software used in the provision of the Services.
14. Data Protection
For the purposes of providing the Services, we will collect, process and store:
(a) data concerning you and the individuals authorised to access the Data Store (Licensee Data), including personal data, for which we will be the data controller; and
(b) data concerning your website visitors and contained in your Data Store (User Data), including personal data, for which you will be the data controller and we will process such User Data on your behalf as the data processor.
In cases where Blockmetry is the data processor:
- we warrant that all User Data is processed in the EEA and we will not transfer it outside of the EEA except under your instructions or with your prior written permission;
- you will ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf; and
- you will ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by the Privacy Rules.
We will process the personal data in compliance with the Privacy Rules, and in particular, we will;
- implement adequate technical and organisational measures to protect against the unauthorised loss, disclosure or destruction of or damage to such personal data; and
- process such personal data solely in accordance with your instructions.
For the purposes of this Agreement, "personal data", "data controller", "data processor" and "process" shall have the meaning given to them by the Privacy Rules.
You and Blockmetry agree that each shall maintain the confidentiality of and shall not disclose to any third party all confidential documents and information of the other party, its respective vendors, licensors and other third parties, that such party may furnish (the "Disclosing Party") to the other party or which the Disclosing Party makes available to the other party (the "Receiving Party") and that the Disclosing Party treats as confidential, including without limitation, business information, pricing of products or services, technology, agreements, business plans, software, price lists and related documentation, technical documentation, and other information which is not publicly available. The Receiving Party agrees to use all such information solely for the performance of its obligations under this Agreement. The parties’ obligations under this provision shall survive termination of this Agreement, but such obligations shall not include information that is or becomes part of the public domain through no act or omission of the Receiving Party or breach by the Receiving Party of this Agreement. Notwithstanding any provision to the contrary, the Blockmetry Materials shall constitute our "confidential information" subject to this paragraph and your obligation to keep the Blockmetry Materials confidential shall survive the termination of this Agreement. "Blockmetry Materials" means written and electronic materials, intellectual property, proprietary information and trade secrets developed, provided or used by us or our suppliers to provide the Services or in connection with the Services, including without limitation (i) documentation and manuals, (ii) functional and technical specifications and other technical information, (iii) customized applications and computer programs and software, (iv) processes, methods, algorithms, ideas, and other "know how," (v) data and information, and (vi) equipment.
16. Other important terms
Publicity: Unless otherwise specified in the applicable Order Form, Blockmetry may use Customer’s name, logo, and marks to identify you as a Blockmetry customer on Blockmetry’s website and other marketing materials.
Assignment and other dealings: You may not assign, transfer, sub-licence or deal in any other manner with any or all of your rights under these Terms of Service, without our prior written consent.
Waiver: A waiver of any right or remedy under these Terms of Service or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Terms of Service or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
Severance: If any provision or part-provision of these Terms of Service is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of these Terms of Service.
Relationship: Nothing in these Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.
Third Party Rights: No one other than a party to these Terms of Service, their successors and permitted assignees, shall have any right to enforce any of its terms.
Entire Agreement: these Terms of Service, and all documents referred to in them, constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Jurisdiction/Governing Law: These Terms of Service, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
17. Contact us
To contact us, or if you are experiencing problems with the Services, please email email@example.com.