There are three main areas that a APEX need to concentrate on regarding terms and conditions for general operation, and additional stakeholder/manager/staff terms for the operations and management of the website functions

 

1 Consumer rights for purchases and goods and services including credit fraud protection and data protection

in all cases APEX /devolve/reduce liability as contracts are made bet ween the ‘client’ and the ‘provider’ terms and conditions will reflect this and stipulate when it is not. 

example: between seller of part and purchaser, payment between paypal/visa and client, (NO APEX)

example: listing is paid but site goes down when listing is being purchased. liability deferred to standard agreement that the APEX website will be guaranteed trading operationally to 98%.

2 News and notification subscriptions, that’s the site is not a syndicate that news, offers, articles are third party ….can be fake etc etc no reproduction allowed or resale of offers etc etc

3. data protection following the UK/EU GDPR regulations 2018.

British airways hit with 2 billion usd legal suit by EU is frickin ridiculous and is why we leaving the EU. Serious breach of data is liable to 4% of gross global turnover however under british law one must demonstrate real loss or potential loss and or cost of protection and data recovery.

Data protection GDPR is therefore paramount in the front of every consumers mind, consumer data for commercial purposes is becoming a valuable asset and is therefore a protected commodity as well as a possibly serious breach of personal loss of earnings or defamation of status and potential earnings in cases of personal data.

Law requires APEX to manage the collection  & storage of data by appointing a stakeholder as GDPR compliance manager. initially this will be subcontracted under t c to the provider, Any data requiring or remaining accessible to APEX will be subcontracted to third party data management company.

4 Stakeholders

initial developers, managers, instructors, investors anybody with access to the website other than subscriber client user must sign an agreement to terms of use and an initial T & C that cover liability, responsibility, roles, terms service, procedures, limitations, non-dislosure, intellectual property.

 

 

As the law is complex and inadequate to cover the UK, EU, US privacy and data protection law.

 

 

 

A DEFINITION OF GDPR (GENERAL DATA PROTECTION REGULATION)

The General Data Protection Regulation (GDPR), agreed upon by the European Parliament and Council in April 2016, will replace the Data Protection Directive 95/46/ec in Spring 2018 as the primary law regulating how companies protect EU citizens’ personal data. Companies that are already in compliance with the Directive must ensure that they are also compliant with the new requirements of the GDPR before it becomes effective on May 25, 2018. Companies that fail to achieve GDPR compliance before the deadline will be subject to stiff penalties and fines.

GDPR requirements apply to each member state of the European Union, aiming to create more consistent protection of consumer and personal data across EU nations. Some of the key privacy and data protection requirements of the GDPR include:

  • Requiring the consent of subjects for data processing
  • Anonymizing collected data to protect privacy
  • Providing data breach notifications
  • Safely handling the transfer of data across borders
  • Requiring certain companies to appoint a data protection officer to oversee GDPR compliance

Simply put, the GDPR mandates a baseline set of standards for companies that handle EU citizens’ data to better safeguard the processing and movement of citizens’ personal data.

WHO IS SUBJECT TO GDPR COMPLIANCE?

The purpose of the GDPR is to impose a uniform data security law on all EU members, so that each member state no longer needs to write its own data protection laws and laws are consistent across the entire EU. In addition to EU members, it is important to note that any company that markets goods or services to EU residents, regardless of its location, is subject to the regulation. As a result, GDPR will have an impact on data protection requirements globally.

REQUIREMENTS OF GENERAL DATA PROTECTION REGULATION 2018

The GDPR itself contains 11 chapters and 91 articles. The following are some of the chapters and articles that have the greatest potential impact on security operations:

  • Articles 17 & 18– Articles 17 and 18 of the GDPR give data subjects more control over personal data that is processed automatically. The result is that data subjects may transfer their personal data between service providers more easily (also called the “right to portability”), and they may direct a controller to erase their personal data under certain circumstances (also called the “right to erasure”).
  • Articles 23 & 30– Articles 23 and 30 require companies to implement reasonable data protection measures to protect consumers’ personal data and privacy against loss or exposure.
  • Articles 31 & 32– Data breach notifications play a large role in the GDPR text. Article 31 specifies requirements for single data breaches: controllers must notify Supervising Authorities (SA)s of a personal data breach within 72 hours of learning of the breach and must provide specific details of the breach such as the nature of it and the approximate number of data subjects affected. Article 32 requires data controllers to notify data subjects as quickly as possible of breaches when the breaches place their rights and freedoms at high risk.
  • Articles 33 & 33a– Articles 33 and 33a require companies to perform Data Protection Impact Assessments to identify risks to consumer data and Data Protection Compliance Reviews to ensure those risks are addressed.
  • Article 35– Article 35 requires that certain companies appoint data protection officers. Specifically, any company that processes data revealing a subject’s genetic data, health, racial or ethnic origin, religious beliefs, etc. must designate a data protection officer; these officers serve to advise companies about compliance with the regulation and act as a point of contact with SAs. Some companies may be subjected to this aspect of the GDPR simply because they collect personal information about their employees as part of human resources processes.
  • Articles 36 & 37– Articles 36 and 37 outline the data protection officer position and its responsibilities in ensuring GDPR compliance as well as reporting to Supervisory Authorities and data subjects.
  • Article 45– Article 45 extends data protection requirements to international companies that collect or process EU citizens’ personal data, subjecting them to the same requirements and penalties as EU-based companies.
  • Article 79– Article 79 outlines the penalties for GDPR non-compliance, which can be up to 4% of the violating company’s global annual revenue depending on the nature of the violation.

GDPR ENFORCEMENT AND PENALTIES FOR NON-COMPLIANCE

In comparison to the former Data Protection Directive, the GDPR has increased penalties for non-compliance. SAs have more authority than in the previous legislation because the GDPR sets a standard across the EU for all companies that handle EU citizens’ personal data. SAs hold investigative and corrective powers and may issue warnings for non-compliance, perform audits to ensure compliance, require companies to make specified improvements by prescribed deadlines, order data to be erased, and block companies from transferring data to other countries. Data controllers and processors are subject to the SAs’ powers and penalties.

The GDPR also allows SAs to issue larger fines than the Data Protection Directive; fines are determined based on the circumstances of each case and the SA may choose whether to impose their corrective powers with or without fines. For companies that fail to comply with certain GDPR requirements, fines may be up to 2% or 4% of total global annual turnover or €10m or €20m, whichever is greater.

 

Website terms and conditions

This website terms and conditions template is for use on websites with typical features: informational pages, contact forms and user-submitted content.

The terms and conditions reflect applicable requirements of both European Union and United Kingdom law, including the directive on electronic commerce (Directive 2000/31/EC) and its UK implementing regulations (the Electronic Commerce (EC Directive) Regulations 2002).

You may well need other legal documents on our website. In particular, you may need to publish a privacy policy that sets out information about how you handle users’ personal data.

Moreover, these terms and conditions are insufficient for websites selling products, downloads or services. For websites selling subscriptions, see these terms and conditions, which are available in a number of variants; for social networking websites, see this pack of documents; and for a complete set of documents for an online store, see our online shop packs.

There’s more information below about the other documents you might need on your website.

*This takes you Website Contracts, where you can buy a version of these terms and conditions that does not contain the SEQ Legal attribution notice.

What clauses are included in these terms and conditions?

The terms and conditions include the following provisions:

  • a licence of the copyright in the website (and restrictions on what may be done with the material on the website);
  • a disclaimer of liability, limiting the scope of legal claims that a user might bring against you;
  • a clause governing user accounts, the use of passwords and restricted areas of the website;
  • an acceptable use clause prohibiting various forms of undesirable conduct;
  • a licence of user content, required because user content is itself protected by copyright and you need a licence in order to publish that content;
  • rules relating to user content, such as prohibitions on defamatory and explicit material;
  • a variation clause allowing you to change the terms and conditions;
  • a clause specifying the applicable law and the jurisdiction in which disputes will be decided;
  • a provision specifying some of the information which needs to be disclosed under UK and EU legislation.

How do I use the terms and conditions?

You can download a Microsoft Word (.DOCX) file by clicking the download button above.

Before publishing the terms and conditions on your website, you will need to edit them using word processing software. After editing, you should convert them to an appropriate format such as HTML.  Your content management system (such as WordPress) may help you with the conversion.

Before and during editing, please read the guidance notes accompanying the terms and conditions. They highlight some of the key issues, including drafting which reflects specific statutory requirements.

Feel free to ask questions about the terms and conditions in the comments section below or using our Q&A system.

Why do I need website terms and conditions?

Obscure in the footer of almost every web page, amongst little used links to website policies, investor relations reports and adverts for adverts, you’ll find a terms and conditions link. Almost no one reads terms and conditions. No one really likes them. Web designers work hard to minimise their impact upon the user experience. Some publishers really are too cool for legal documents (“Here’s the boring legal stuff! Ha ha!”). Nonetheless, the directives of company legal departments and/or the inchoate fear of legal calamity drive most publishers to include legal documents on their websites.

What are the specific functions of terms and conditions?

There are four main functions:

  • to protect intellectual property rights;
  • to limit or exclude liability in relation to the use of the website;
  • to make information disclosures required by law; and
  • to establish a contractual framework governing the relationship between the publisher and users of the website

Our template terms and conditions cover each of these functions.

See below for more details concerning the specific contents.

How would terms and conditions help protect my intellectual property?

The different types of creative work that constitute a website (software, text, images, and so on) are protected by the law of copyright. Depending upon the website, other intellectual property rights might also apply, such as:

  • moral rights and neighbouring rights;
  • registered and unregistered trade mark rights;
  • registered design rights;
  • database rights.

Under US law, patent rights can be relevant, but this is rarely the case in the EU.

In any event, the copyright is usually the most significant right in the website context.

Terms and conditions will usually include a copyright notice asserting ownership of the copyright and other rights in these creative works, but that isn’t the end of the matter.

In order to use a website, a visitor’s web browser will need to create copies of those works. The act of copying is, on the face of it, an act of copyright infringement. To avoid infringement, the visitor needs a licence. Simply put, a licence is a right to do something that would, but for the licence, constitute an infringement.

If you don’t include an express licence in your website terms and conditions, a licence will usually be implied. If a licence is implied, its terms will be uncertain. To give a crude example, there may be uncertainty as to whether users are entitled to take your content and use it on their own websites. To avoid this kind of uncertainty, your terms and conditions should include an express licence, alongside the copyright notice.

Am I protected from liability by disclaimers in terms and conditions?

Maybe, sometimes.

If you take the limitations of liability in the typical website terms and conditions at face value, you might think that there are no conceivable circumstances in which a website publisher will ever be liable to pay you compensation.

A typical set of terms and conditions might exclude liability for:

  • loss of data and software;
  • loss arising out of malware on the website;
  • loss arising out of reliance upon information published on the website;
  • losses relating to material published by users on the website;business-related losses; and
  • consequential and indirect losses.

Liability may also be capped, often at a low level. Where website services are provided on a paid basis, the cap will frequently bet set by reference to the level of any fees (0.5x to 3x annual subscription fees would be typical).

However, both UK and EU law control the effectiveness of disclaimers of liability. The rules themselves are complex, but a couple of examples will help.

  • Under Section 2(1) the UK’s Unfair Contract Terms Act 1977, a person “cannot by reference to any contract term or to a notice given to persons generally or to particular persons exclude or restrict his liability for death or personal injury resulting from negligence”.
  • Under the UK’s Consumer Rights Act 2015, which applies to B2C but not B2B contracts, a range of warranties are implied into contracts, and any clause which would exclude or restrict the website publisher’s liability under those warranties is not binding upon the consumer.

Because of legal constraints of these kinds, the limitations of liability found in many sets of terms and conditions would not stand up to the scrutiny of a court of law. However, sometimes they will, and this is one area where you should not attempt any amateur lawyering.

What information disclosures does the law require?

Disclosure rules are a recurring motif of UK and EU consumer protection law.  If consumers are better informed, they will be in a better position to benefit from their legal rights – or so the argument goes.

Similar considerations apply to individuals who aren’t strictly acting as consumers, such as users of a free service, and to small businesses in their dealings with large businesses.

Here are some examples of disclosure requirements from UK and EU law.

  • Article 5 of the EU’s Ecommerce Directive (Directive 2000/31/EC) requires that “Member States shall ensure that the service provider shall render easily, directly and permanently accessible to the recipients of the service and competent authorities, at least the following information: (a) the name of the service provider; (b) the geographic address at which the service provider is established; (c) the details of the service provider, including his electronic mail address, which allow him to be contacted rapidly and communicated with in a direct and effective manner; (d) … etc”.
  • Under Schedule 2 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the UK’s current implementation of the EU’s distance selling rules) businesses selling to consumers at a distance (including through a website) must disclosure a long list of different bits of information, as set out in Schedule 2. http://www.legislation.gov.uk/uksi/2013/3134/schedule/2/madeSection 25(2) of the UK’s Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 provides that every UK company must include the following information on its websites: “(a) the part of the United Kingdom in which the company is registered; (b) the company’s registered number; (c) the address of the company’s registered office; (d) in the case of a limited company exempt from the obligation to use the word “limited” as part of its registered name under section 60 of the Act, the fact that it is a limited company; (e) in the case of a community interest company which is not a public company, the fact that it is a limited company; and (f) in the case of an investment company within the meaning of section 833 of the Act, the fact that it is such a company.”

The template terms and conditions contain prompts for the disclosures that are most commonly required in relation to non-ecommerce websites.

In addition to mandatory disclosures, website terms and conditions often contain flags about intended uses. Terms and conditions might prohibit children from accessing a website or purport to limit access to users in particular countries. Sometimes a law will apply only where a website is directed at a particular category of user, and these flags may help with an argument that a website is not so directed.

Do I need a contract with users?

A contract is an exchange of value and/or promises that is enforceable in a court of law.

In English law, you can license copyright, disclaim liability, create confidentiality obligations and make statutory disclosures without creating a contractual relationship, but you will usually need a contract if you want to impose extra obligations upon your users.

If your users are paying you for something, there will almost always be a contract, whether you want one or not.  If you are selling goods, there will be a contract of sale; and if you are selling services, there will be a contract of service. In the case of B2C relationships, both contracts for the sale of goods and the provision of services are heavily regulated. Accordingly, B2C contracting is another area where you should avoid DIY legal drafting.

To be clear, our free website terms and conditions template is not sufficient for websites selling goods or services. You should either supplement the terms and conditions or use an alternative template. Many of our premium templates (see below) include provisions relating to goods and services, in both B2B and B2C contexts.

What’s the difference between terms and conditions, terms of service and legal notices?

Legal documents are plagued by nomenclatural inconsistency. On this front, website legal notices are as bad if not worse than other legal documents. Documents called “website terms”, “terms and conditions of use”, “conditions of service” might all perform identical functions. So don’t worry too much about what you call your document.

I usually just call them “terms and conditions” – they are after all published on a website, so prefixing “website” isn’t very informative.

If, however, a website includes multiple sets of terms and conditions, qualifiers are appropriate. For example terms and conditions of use vs terms and conditions of sale vs API terms and conditions.

What alternative documents are available?

We publish probably the widest range of website T&Cs documents available in English.  The full range of documents is available both on Website Contracts (as Microsoft Word documents) and Docular (where they can be edited online and downloaded in a variety of formats, including HTML).

A selection of the terms and conditions templates are listed in the tables below, but we have many more variations on the websites.

Free-to-use websites

These are terms and conditions for common types of free-to-use website.

 

 

 

 

  1. Terms of UseThese terms of use (together with the documents referred to in it) (the “Terms of Use”) set out the terms and conditions on which you may make use of our website www.Invest Europe.eu (the “Site”), whether as a guest or as a registered user (a “Member”). Use of the Site includes accessing, browsing, downloading documents or registering to use the Site.

    Please read these Terms of Use carefully before you start using the Site, as these will apply to your use of the Site. By using the Site, you confirm that you accept these Terms of Use and that you agree to comply with them. If you do not agree to these Terms of Use, you must not use the Site.

    The Site is intended for use by business or professional users in a B2B context.

  2. Other applicable termsThese Terms of Use should be read in conjunction with our Website Privacy Policyand General Privacy Policy, which also apply to your use of the Site. Our General Privacy Policy sets out the terms on which we process any personal data we collect from you or that you provide to us. By registering as a Member on the Site, you consent to such processing and you warrant that all data provided by you is accurate.
  3. Information about usThe Site is owned and operated by the European Private Equity and Venture Capital Association IVZW / AISBL (“Invest Europe”), registered with the Crossroads Bank for Enterprises in Belgium under number 0424.557.716 and having its registered office at 1050 Brussels (Belgium), Bastion Tower, Place du Champ de Mars 5. To contact us, please email info@investeurope.eu.
  4. Accessing the SiteThe information on the Site is made available free of charge.

    Invest Europe does not guarantee that the Site, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Site without notice. Invest Europe will not be liable to you if for any reason the Site is unavailable at any time or for any period.

    You are responsible for making all arrangements necessary for you to have access to the Site. You are also responsible for ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and that they comply with them.

  5. Your account and passwordIf you choose to register as a Member, you will be provided with a user identification code and a password. You must treat such information as confidential. You must not disclose it to any third party.

    Invest Europe has the right to disable any user identification code or password, whether chosen by you or allocated by Invest Europe, at any time, if you have failed to comply with any of the provisions of these Terms of Use.

    If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify Invest Europe at info@investeurope.eu.

  6. Changes to the SiteInvest Europe may update its Site from time to time and may change the content at any time. However, please note that any of the content on the Site may be out of date at any given time and Invest Europe is under no obligation to update it. The Site is provided on as ‘as is’ basis and Invest Europe does not guarantee that the Site, or any content on it, will be free from errors or omissions.
  7. Intellectual property rightsInvest Europe is the owner or the licensee of all intellectual property rights on the Site, relating to content generated by Invest Europe. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

    You may print one copy, and may download extracts, of any page(s) from the Site for your personal use and you may draw the attention of others within your organisation to content posted on the Site.

    You must not modify the paper or digital copies of any materials you have printed or downloaded in any way, and you must not use any illustrations, photographs or any graphics separately from any accompanying text.

    Invest Europe’s status (and that of any identified contributors or Members) as the authors of content on the Site must always be acknowledged.

    You must not use any part of the content on the Site for commercial purposes without obtaining prior written permission to do so from Invest Europe or its Members.

    If you print, copy or download any part of the Site in breach of these Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

  8. Uploading content to the SiteWhenever you make use of a feature that allows you to upload content to the Site, or to make contact with other Members of the Site, you must comply with the standards set out in these Terms of Use.

    You warrant that any such contribution complies with those standards and you will be liable to Invest Europe and indemnify Invest Europe for any breach of that warranty.

    Any content you upload to the Site will be considered non-confidential and non-proprietary and Invest Europe has the right to use, copy, publish, distribute and disclose to third parties any such content for any purpose.

    Invest Europe also has the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Site constitutes a violation of their intellectual property rights or of their right to privacy.

    Invest Europe will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other Member of the Site.

    Invest Europe has the right to remove any post you make on the Site if, in its opinion, your post does not comply with the standards set out in these Terms of Use.

  9. VirusesInvest Europe does not guarantee that the Site will be secure or free from bugs or viruses.

    You are responsible for configuring your information technology, computer programmes and platform in order to access the Site. You should use your own virus protection software.

    You must not misuse the Site by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service (DOS) attack or a distributed denial-of service (DOS) attack. Invest Europe will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.

  10. Linking to the SiteYou may link to the Site provided you do so in a way that is fair and legal and does not damage Invest Europe’s reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Invest Europe’s part where none exists. You must not establish a link to the Site in any website that is not owned by you. Invest Europe reserves the right to withdraw linking permission without notice. If you wish to make any use of content on the Site other than as set out above, please contact press@investeurope.eu.
  11. Third party links and resources in the SiteWhere the Site contains links to other websites and resources provided by third parties, these links are provided for your information only. Invest Europe has no control over the contents of those websites or resources.
  12. No reliance on informationThe content on the Site is provided for general information purposes only. 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 the content on the Site.

    Although Invest Europe makes reasonable efforts to update the information on the Site, Invest Europe does not give any representations, warranties or guarantees, whether express or implied, that the content on the Site is accurate, complete or up-to-date.

  13. Limitation of liabilityNothing in these Terms of Use excludes or limits Invest Europe’s liability for fraud or fraudulent misrepresentation, for wilful acts or omissions or for any other liability that cannot be excluded or limited by Belgian law.

    To the extent permitted by law, we exclude all warranties, representations or other terms which may apply to the Site or any content on it, whether express or implied.

    Invest Europe will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with (i) use of, or inability to use, the Site and (ii) use of or reliance on any content displayed on the Site.

    Invest Europe will not be liable for (i) loss of profits, sales, business, or revenue, (ii) business interruption, (iii) loss of anticipated savings, (iv) loss of business opportunity, goodwill or reputation and, more generally (v) any indirect or consequential loss or damage.

    Invest Europe will not be liable for any loss or damage caused by a virus, distributed denial-of-service (DOS) attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any content on it, or on any website linked to it.

    We assume no responsibility for the content of websites to which the Site links or is linked. Such links should not be interpreted as endorsement by Invest Europe of those linked websites and Invest Europe will not be liable for any loss or damage that may arise from your use of such linked websites.

  14. Changes to these Terms of Use
    Invest Europe may revise these Terms of Use at any time by amending this webpage. Please check this webpage from time to time to take notice of any changes Invest Europe made, as they are binding on you.

Applicable law
These Terms of Use (and any non-contractual disputes or claims arising out of or in connection therewith) are governed by Belgian law. You agree to the exclusive jurisdiction of the courts of Brussels (Belgium).N